0001023714-01-500012.txt : 20011009
0001023714-01-500012.hdr.sgml : 20011009
ACCESSION NUMBER: 0001023714-01-500012
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011030
FILED AS OF DATE: 20010921
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BEXIL CORP
CENTRAL INDEX KEY: 0001023714
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 133907058
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 811-07833
FILM NUMBER: 1741667
BUSINESS ADDRESS:
STREET 1: 11 HANOVER SQ
CITY: NEW YORK
STATE: NY
ZIP: 10005
BUSINESS PHONE: 2127850900
MAIL ADDRESS:
STREET 1: 11 HANOVER SQ
CITY: NEW YORK
STATE: NY
ZIP: 10005
FORMER COMPANY:
FORMER CONFORMED NAME: BULL & BEAR U S GOVERNMENT SECURITIES FUND INC
DATE OF NAME CHANGE: 19960926
DEF 14A
1
def14a-01.txt
2001 PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.) 240.14a-11(c) or (ss.) 240.14a-12
Bexil Corporation
--------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
BEXIL CORPORATION
------------------------------------------------
Notice of Annual Meeting of Stockholders
------------------------------------------------
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Bexil
Corporation (the "Company") will be held at the offices of the Company at 11
Hanover Square, New York, New York on Tuesday, October 30, 2001 at 8:30 a.m. for
the following purposes:
1. To elect to the Board of Directors the Nominees, Russell E. Burke III,
David R. Stack, and Thomas B. Winmill, respectively, as Class III Director,
Class IV Director, and Class IV Director, each to serve for a five year
term and until his successor is duly elected and qualified.
2. To ratify the selection of Tait, Weller & Baker as the Company's
independent auditors.
Stockholders of record at the close of business on September 12, 2001 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
Monica Pelaez
Secretary
New York, New York
September 17, 2001
Please Vote Immediately by Signing and Returning the Enclosed Proxy Card. Delay
may cause the Company to incur further expense to solicit sufficient votes for
the meeting.
BEXIL CORPORATION
------------------------------------------------
PROXY STATEMENT
------------------------------------------------
Annual Meeting of Stockholders
To Be Held October 30, 2001
This Proxy Statement, dated September 17, 2001, is furnished in connection
with a solicitation of proxies by Bexil Corporation (the "Company") to be voted
at the Annual Meeting of Stockholders of the Company to be held at the offices
of the Company at 11 Hanover Square, New York, New York on Tuesday, October 30,
2001 at 8:30 a.m. and at any postponement or adjournment thereof ("Meeting") for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. Stockholders of record at the close of business on September 12,
2001 ("Record Date") are entitled to be present and to vote on matters at the
Meeting. Stockholders are entitled to one vote for each Company share held and
fractional votes for each fractional Company share held. Shares represented by
executed and unrevoked proxies will be voted in accordance with the
specifications made thereon. If the enclosed form of proxy is executed and
returned, it nevertheless may be revoked by another proxy or by letter or
telegram directed to the Company, which must indicate the stockholder's name. To
be effective, such revocation must be received prior to the Meeting. In
addition, any stockholder who attends the Meeting in person may vote by ballot
at the Meeting, thereby canceling any proxy previously given. As of the Record
Date, the Company had 821,280.55 shares of common stock issued and outstanding
entitled to be voted at the Meeting. Stockholders of the Company will vote as a
single class. It is estimated that proxy materials will be mailed to
stockholders of record on or about September 20, 2001. The Company's principal
executive offices are located at 11 Hanover Square, New York, New York 10005.
Copies of the Company's most recent Annual and Semi-Annual Reports are available
without charge upon written request to the Company at 11 Hanover Square, New
York, New York 10005, or by calling toll-free 1-888-847-4200.
Proposal 1: Election of Directors
The Company's Board of Directors is divided into five classes with the term
of office of one class expiring each year. At the Board of Directors meeting
held on June 13, 2001, the Board voted to increase the number of directors to
seven, to consist of one Director for Classes I, II, and V, and two directors
for Classes III and IV. Also at the meeting, the Board voted to approve the
election of each nominee listed below. It is proposed that stockholders of the
Company elect one Class III Director and two Class IV Directors, each to serve
for a five year term, and until his successor is duly elected and qualified. The
nominee Thomas B. Winmill currently serves as a Director of the Company. Unless
otherwise noted, the address of record for the Directors and officers is 11
Hanover Square, New York, New York 10005. The following table sets forth certain
information concerning the nominees for Class III and Class IV Directors of the
Company.
Name, Principal Occupation, Business Experience Director Year Term
for Past Five Years, Address, and Age Since Expires
---------------------------------------------------------------------- ---------
Class III:
Russell E. Burke III - He is President -- --
of Russell E. Burke III, Inc. Fine Art,
New York, New York. He also serves as a
director of Tuxis Corporation. His
address is 900 Park Avenue, New York,
New York 10021. He was born on August
23, 1946.
Class IV:
David R. Stack - He is a partner with -- --
the law firm of McLaughlin & Stern, LLP.
His address is Franklin Avenue,
Millbrook, New York 12545. He also
serves as a director of Tuxis
Corporation. He was born on January 24,
1957.
Thomas B. Winmill* - He is President, 1996 2001
Chief Executive Officer, and General
Counsel of the Company, as well as the
other investment companies in the
Investment Company Complex, and of
Winmill & Co. Incorporated ("WCI") and
certain of its affiliates. He is a
member of the New York State Bar and the
SEC Rules Committee of the Investment
Company Institute. He is a son of
Bassett S. Winmill, the Chairman of the
Board of the Company. He was born on
June 25, 1959.
* Mr. Winmill is an "interested person" because he is an "affiliated person" as
defined in the Investment Company Act of 1940, as amended (the "1940 Act").
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the nominees listed above, unless stockholders
specifically indicate on their proxies the desire to withhold authority to vote
for the nominees. It is not contemplated that any nominee will be unable to
serve as a Director for any reason, but if that should occur prior to the
Meeting, the proxy holders reserve the right to substitute another person or
persons of their choice as nominees. Each nominee listed above has consented to
being named in this Proxy Statement and has agreed to serve as a Director if
elected.
The Company has an audit committee comprised of Robert D. Anderson,
Frederick A. Parker, Jr., and Douglas Wu, the function of which is routinely to
review financial statements and other audit-related matters as they arise
throughout the year. The Company has an executive committee comprised of Thomas
B. Winmill, the function of which is to exercise the powers of the Board of
Directors between meetings of the Board to the extent permitted by law to be
delegated and not delegated by the Board to any other committee. Mr. Winmill is
an "interested person" because he is an "affiliated person" as defined in the
1940 Act. The Company has no standing nominating or compensation committee or
any committee performing similar functions.
Information relevant to the continuing Directors is set forth below. Each
Director who is deemed to be an "interested person" because he is an "affiliated
person" as defined in the Investment Company Act of 1940 ("1940 Act") is
indicated by an asterisk.
Name, Principal Occupation, Business Experience Director Year Term
for Past Five Years, Address, and Age Since Expires
---------------------------------------------------------------------- ---------
Class I:
Frederick A. Parker, Jr. -- He is 1996 2003
retired President and Chief Executive
Officer of American Pure Water
Corporation, a manufacturer of water
purifying equipment. His address is 219
East 69th Street, New York, New York
10021. He was born on November 14, 1926.
Class II: Douglas Wu -- He is Principal 1997 2004
of Maxwell Partners and Chief Financial
Officer of NOOR Group. From July 1998 to
December 1998, he was a Principal of
Libra Advisors LLC. From 1996 to 1998,
he was Managing Director-Private Equity
Investments, of Rothschild Emerging
Markets LLC / Croesus Capital Management
Corporation. His address is 52 Gameat El
Dowal El Arabeya Street, Mohandessin
12311 Giza, Egypt. He was born on July
31, 1960.
Class III: Robert D. Anderson* - He is 1999 2005
Vice Chairman of certain investment
companies in the Investment Company
Complex, and of WCI and certain of its
affiliates. He was a member of the Board
of Governors of the Mutual Fund
Education Alliance, and of its
predecessor, the No-Load Mutual Fund
Association. He has also been a member
of the District #12, District Business
Conduct and Investment Companies
Committees of the NASD. He was born on
December 7, 1929.
Class V:
Bassett S. Winmill* -- He is Chairman of 1996 2002
the Board of the Company, as well as
otherinvestment companies in the
Investment Company Complex, and of WCI.
He is a member of the New York Society
of Security Analysts, the Association
for Investment Management and Research,
and the International Society of
Financial Analysts. He is the father of
Thomas B. Winmill, the President, Chief
Executive Officer, and General Counsel
of the Company. He was born on February
10, 1930.
*Each of Mr. Anderson and Mr. Winmill is an "interested person" because he is an
"affiliated person" as defined in the Investment Company Act of 1940, as amended
(the "1940 Act").
-1-
The executive officers, other than those who serve as Directors, and their
relevant biographical information are set forth below:
William G. Vohrer -- Chief Accounting Officer, Chief Financial Officer,
Treasurer and Vice President. He also is Chief Accounting Officer, Chief
Financial Officer, Treasurer and Vice President of the other investment
companies in the Investment Company Complex, and WCI and certain of its
affiliates. He joined the company in February 2001. From 1999 to 2001, he
consulted on accounting matters. From 1994 to 1999, he was Chief Financial
Officer and Financial Operations Principal for Nafinsa Securities, Inc., a
Mexican securities broker/dealer. He was born on August 17, 1950.
Monica Pelaez - Vice President, Secretary and Chief Compliance Officer. She
also is Vice President, Secretary and Chief Compliance Officer of the other
investment companies in the Investment Company Complex, and WCI and certain of
its affiliates. Previously, she was Special Assistant Corporation Counsel to New
York City Administration for Children's Services from 1998 to 2000 and an
attorney with Debevoise & Plimpton in 1997. She earned her Juris Doctor from St.
John's University School of Law in 1997. She is a member of the New York State
Bar. She was born on November 5, 1971.
The following table presents certain information regarding the beneficial
ownership of the Company's shares as of the Record Date by each officer and
Director of the Company owning shares on such date. In each case, such amount
constitutes less than 1% of the Company's outstanding shares.
Name of Officer or Director Number of Shares
--------------------------------------- ---------------------------------------
Robert D. Anderson 200.000
Frederick A. Parker, Jr. 381.000
Bassett S. Winmill** 5,403.000**
Thomas B. Winmill 27.593
Douglas Wu 0
To the knowledge of the management of the Company, as of the Record Date,
the following stockholders beneficially owned 5% or more of the outstanding
shares of the Company according to their Schedule 13D filed on August 31, 2001:
Approximate Percentage
of the Company's Total
Name and Address Common Stock Outstanding Shares
-------------------------------- ----------------- ------------------
Investor Service Center, Inc. 187,444.400 shares 22.82%
11 Hanover Square
New York, New York 10005
Winmill & Co. Incorporated* 187,444.400 shares 22.82%
11 Hanover Square
New York, New York 10005
Bassett S. Winmill** 192,847.400 shares 23.48 %
11 Hanover Square
New York, New York 10005
* Winmill & Co. Incorporated has indirect beneficial ownership of these shares,
as a result of its status as a controlling person of Investor Service Center,
Inc., the direct beneficial owner.
**Bassett S. Winmill has indirect beneficial ownership of 187,444.400 of these
shares, as a result of his status as a controlling person of Winmill & Co.
Incorporated and Investor Service Center, Inc., the direct beneficial owner. Mr.
Winmill disclaims beneficial ownership of the shares held by Investor Service
Center, Inc.
The Company pays its Directors who are not "interested persons" of the
Company an annual retainer of $2,500, and a per meeting fee of $2,750, and
reimburses them for their meeting expenses. The Company also pays such Directors
$250 per special telephonic meeting attended and per committee meeting attended.
The Company does not pay any other remuneration to its executive officers and
Directors, and the Company has no bonus, pension, profit- sharing or retirement
plan. The Company had four Board meetings, one audit committee meeting, one
special telephonic meeting, and no executive committee meetings during the
Company's most recently completed full fiscal year ended December 31, 2000. Each
Director attended all Board and committee meetings held during such periods
during the time such Director was in office.
-2-
The aggregate amount of compensation paid to each nominee by the Company
and by the seven investment companies advised by CEF Advisers, Inc., the
Company's former investment manager and its affiliates (collectively, the
"Investment Company Complex") for which such nominee is a board member (the
number of which is set forth in parenthesis next to the nominee's name) for the
year ended December 31, 2002, was as follows:
Total Compensation
Name of Nominee Aggregate Compensation from Company and
(the number of total funds) from the Company Investment Company Complex
--------------------------------------------------------------------------------
Russell E. Burke III (1) $0 $13,750
David R. Stack (1) $0 $13,750
Thomas B. Winmill (8) $0 $0
The aggregate amount of compensation paid to each continuing Director by
the Company and the Investment Company Complex for which such continuing
Director is a board member (the number of which is set forth in parenthesis next
to the continuing Director's name) for the fiscal year ended December 31, 2000,
was as follows:
Total Compensation from Company
Name of Continuing Director Aggregate Compensation and Investment Company Complex
(the number of total funds) from the Company Paid to Continuing Director
----------------------------------------------------------------------------------------
Robert D. Anderson (5) $0 $0
Frederick A. Parker, Jr.(1) $14,000 $14,000
Bassett S. Winmill (6) $0 $0
Douglas Wu (1) $14,000 $14,000
Audit Committee Report
The audit committee has: (i) reviewed and discussed the audited financial
statements with management; (ii) discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61; and
(iii) received from the auditors disclosures regarding the auditors'
independence required by Independence Standards Board Standard No. 1, and
discussed with the auditors the auditors' independence. Based on these review
and discussions, the audit committee recommended to the Board of Directors that
the audited financial statements be included in the Company's annual report to
stockholders for the last fiscal period for filing with the SEC.
Audit Committee Members: Robert D. Anderson, Frederick A. Parker, Jr. and
Douglas Wu.
Statement Regarding Composition of Audit Committee
The rules of the American Stock Exchange ("AMEX rules") require that the
Company have an audit committee comprised solely of independent directors. The
Company's audit committee is comprised of Robert D. Anderson, Frederick A.
Parker, Jr. and Douglas Wu. Mr. Anderson would be deemed to be non-independent
under the AMEX rules by virtue of being an officer of the Company and by virtue
of his relationship with CEF, the former Investment Manager of the Company.
However, the board of directors has determined that Mr. Anderson's membership on
the audit committee is required by the best interests of the Company and its
shareholders, for the following reasons:
1. In view of the current composition of the board of directors of the
Company, to constitute the Audit Committee with at least three independent
directors would require the search, recruitment, appointment, orientation,
and payment of another independent director and expansion of the current
board, which presents an onerous burden on the efficient administration of
the Company.
2. The relative small size of the Company makes it comparable to small
business filers that file reports under SEC Regulation S-B, which are
required by AMEX rules to have audit committees comprised of at least two
members, only a majority of whom must be independent.
3. An outside, independent agent - State Street - determines daily: (1) a net
asset value per share for the Company to the penny (unaudited); and (2)
that substantially all of the assets of the Company are investment
securities for which reliable market quotations are typically available.
4. Investment companies, such as the Company, are fundamentally different from
public operating companies. Unlike operating companies, the assets of the
Company consist exclusively of investment securities and there is little or
no opportunity to "manage" earnings or results through selective
application of accounting policies.
-3-
Thus, it is of somewhat lesser value to an investment company that its
entire audit committee consist of independent directors.
5. The Company is subject to the stringent regulatory scheme of the 1940 Act
that adequately protects against the abuses the three independent director
rule is designed to address. The 1940 Act requires, among other things,
that at least 40 percent of the directors on closed end Company boards be
independent of Company management, and the 1940 Act's definition of
"independence" is stricter than the one set forth in the AMEX rules.
6. Although Mr. Anderson is a director, Vice Chairman and a substantial holder
of the non-voting stock of the parent of CEF, WCI, he is not an officer or
director of CEF.
7. While Mr. Anderson is an officer in title with the Company, he has never
been a paid employee of, or accepted any compensation from, the Company,
nor has he had any relationship with the Company that would disqualify him
from independent director status under the AMEX rules, other than through
the Company's prior investment management agreements with CEF.
8. Mr. Anderson is currently a director of several investment companies within
the Investment Company Complex and has over 30 years of experience with
investment company accounting issues. Mr. Anderson has demonstrated and
currently affirms that in accordance with AMEX rules he is able to read and
understand fundamental financial statements, including a company's balance
sheet, income statement, and cash flow statement and his past employment
experience in finance and accounting and other comparable experience or
background has resulted in his financial sophistication, including being or
having been a senior officer with financial oversight responsibilities.
Vote Required
Inasmuch as the election of each nominee was approved by the vote of a
majority of the Board of Directors, the election of the nominees requires the
affirmative vote of a plurality of the votes cast at the Meeting.
The Company's Board of Directors, including the "non-interested" directors,
recommends that stockholders vote "for" the election of the nominees.
Proposal 2: Ratification of the Selection of Independent Auditors
The 1940 Act requires that the Company's independent auditors be selected
by a majority of those Directors who are not "interested persons" (as defined in
the 1940 Act) of the Company; that such selection be submitted for ratification
or rejection at the Meeting; and that the employment of such independent
auditors be conditioned upon the right of the Company, by vote of a majority of
its outstanding voting securities at any meeting called for that purpose, to
terminate such employment forthwith without penalty. The Company's Board of
Directors, including a majority of those Directors who are not "interested
persons," approved the selection of Tait, Weller & Baker for the fiscal period
commencing January 1, 2001 at a Board meeting held on March 14, 2001.
Accordingly, the selection by the Company's Board of Tait, Weller & Baker as
independent auditors for the fiscal period commencing January 1, 2001 is
submitted to stockholders for ratification or rejection. Apart from its fees
received as independent auditors, neither Tait, Weller & Baker nor any of its
partners has a direct, or material indirect, financial interest in the Company
or the Investment Manager.
Tait, Weller & Baker acted as independent auditors of the Company since its
organization through the fiscal year ended June 30, 1998 and for the fiscal
period ended December 31, 1999, and acts as independent auditors of WCI.
Sanville & Company ("Sanville") served as the independent auditors for the
Company for the fiscal year ended June 30, 1999. At the Company's Board of
Directors meeting held on September 8, 1999, with the approval of the Board's
audit committee the Board of Directors dismissed Sanville as the independent
auditors of the Company and approved the selection of Tait, Weller & Baker as
the independent auditors of the Company for the fiscal period beginning July 1,
1999. In connection with the audit of the fiscal year ended June 30, 1999 and
subsequent interim period through September 8, 1999, there were no disagreements
with Sanville on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement. The
audit report of Sanville on the financial statements of the Company as of and
for the year ended June 30, 1999, did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
-4-
Audit services provided by Tait, Weller & Baker during the most recent
fiscal year included the audit of the financial statements of the Company.
During the fiscal year ended December 31, 2000, the fees for services rendered
to the Company by Tait, Weller & Baker were:
Financial Information
Systems Design and
Audit Fees Implementation Fees* All Other Fees*
--------------------------------------------------------------------------------
$12,500 $0 $69,750
--------------------------------------------------------------------------------
* This amount includes fees for services rendered by Tait, Weller & Baker to the
Company, the former Investment Manager and entities controlling, controlled by,
or under common control with the former Investment Manager that provide services
to the Company. The audit committee has considered the provision of these
services and has determined such services to be compatible with maintaining
Tait, Weller & Baker's independence.
The Company's Board believes that the continued employment of the services
of Tait, Weller & Baker, as described herein, is in the best interests of the
Company. A representative of Tait, Weller & Baker is expected to be present at
the Meeting, will have the opportunity to make a statement, and will be
available to respond to appropriate questions.
The Company's Board of Directors, including the "non-interested" directors,
recommends that stockholders vote "for" ratification of the selection of Tait,
Weller & Baker as independent auditors of the Company.
Additional Information
A quorum is constituted with respect to the Company by the presence in
person or by proxy of the holders of a majority of the outstanding shares of the
Company entitled to vote at the Meeting. In the event that a quorum is not
present at the Meeting, or if a quorum is present but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. In determining whether to adjourn the meeting the following factors
may be considered: the nature of the proposals that are the subject of the
Meeting, the percentage of votes actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation, and the information to be
provided to stockholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the meeting in person or by
proxy. A stockholder vote may be taken for one or more of the proposals in this
Proxy Statement prior to any adjournment if sufficient votes have been received
for approval. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote "for" a Proposal in favor of any
adjournment, and will vote those proxies required to be voted "against" a
Proposal against any adjournment. If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote, represents a broker
"non-vote" (that is, a proxy from a broker or nominee indicating that such
person has not received instructions from the beneficial owner or other person
entitled to vote shares of the Company on a particular matter with respect to
which the broker or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Company's shares represented
thereby will be considered to be present at the Meeting for purposes of
determining the existence of a quorum for the transaction of business. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining "votes cast" on an issue. Abstentions
will have the effect of a "no" vote for the purpose of obtaining requisite
approval for Proposal 2.
In addition to the use of the mails, proxies may be solicited personally,
by telephone, or by other means, and the Company may pay persons holding its
shares in their names or those of their nominees for their expenses in sending
soliciting materials to their principals. The Company will bear the cost of
soliciting proxies. In addition, the Company will retain N.S. Taylor and
Associates, Inc. ("N.S. Taylor"), 15 North Street, 2nd Floor, P.O. Box 358
Dover-Foxcroft, ME 04426, to solicit proxies on behalf of its Board for a fee
estimated at $3,000 plus expenses, primarily by contacting stockholders by
telephone and telegram. Authorizations to execute proxies may be obtained by
telephonic instructions in accordance with procedures designed to authenticate
the stockholder's identity. In all cases where a telephonic proxy is solicited,
the stockholder will be asked to provide his or her address, social security
number (in the case of an individual) or taxpayer identification number (in the
case of an entity) or other identifying information and the number of shares
owned and to confirm that the stockholder has received the Company's Proxy
Statement and proxy card in the mail. Within 48 hours of receiving a
stockholder's telephonic voting instructions and prior to the Meeting, a
confirmation will be sent to the stockholder to ensure that the vote has been
taken in accordance with the stockholder's instructions and to provide a
telephone number to call immediately if the stockholder's instruction are not
correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact N.S. Taylor toll-free at 1-866-588-8700. Any
stockholder giving a proxy may
-5-
revoke it at any time before it is exercised by submitting to the Company a
written notice of revocation or a subsequently executed proxy or by attending
the meeting and voting in person.
Discretionary Authority; Submission Deadlines for Stockholder Proposals
Although no business may come before the Meeting other than that specified
in the Notice of Annual Meeting of Stockholders, shares represented by executed
and unrevoked proxies will confer discretionary authority to vote on matters
which the Company did not have notice of by September 5, 2001 pursuant to Rule
14a-4(c)(1) of the 1934 Act. The deadline for submitting stockholder proposals
for inclusion in the Company's proxy statement and form of proxy for the
Company's next annual meeting is June 22, 2002 pursuant to Rule 14a-8(e)2 of the
1934 Act. Pursuant to Rule 14a-8(e)(2) of the 1934 Act, July 22, 2002 is the
date after which notice of a stockholder proposal submitted outside the
processes of Rule 14a-8 under the 1934 Act is considered untimely, as
established by the Company's By-Laws, as amended December 13, 2000. In addition,
for a nomination to be made by a stockholder or for any other business to be
properly brought before the annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Company in the manner set forth in the Company's By-laws. As of the date
hereof, the Company's By-laws provide that to be timely, a stockholder's notice
to the Secretary must be delivered to or mailed and received at the principal
executive offices of the Company not less than sixty (60) calendar days and not
more than ninety (90) calendar days prior to the anniversary date of the mailing
date of the notice of the preceding year's annual meeting; provided, however,
that in the event that the annual meeting is called for a date that is not
within thirty (30) calendar days before or sixty (60) calendar days after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the later of the sixtieth (60)
calendar day prior to such annual meeting or the tenth (10th) calendar day
following the day on which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever first
occurs. For purposes of that provision, the date of a public disclosure shall
include, but not be limited to, the date on which such disclosure is made in a
press release reported by the Dow Jones News Services, the Associated Press or
any comparable national news service or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to Sections 13, 14
or 15 (d) (or the rules and regulations thereunder) of the 1934 Act or pursuant
to Section 30 (or the rules or regulations thereunder) of the 1940 Act.
As set forth in the Company's Charter, any action submitted to a vote by
stockholders requires the affirmative vote of at least eighty percent (80%) of
the outstanding shares of all classes of voting stock, voting together, in
person or by proxy at a meeting at which a quorum is present, unless such action
is approved by the vote of a majority of the Board of Directors, in which case
such action requires (A) if applicable, the proportion of votes required by the
1940 Act, or (B) the lesser of (1) a majority of all the votes entitled to be
cast on the matter with the shares of all classes of voting stock voting
together, or (2) if such action may be taken or authorized by a lesser
proportion of votes under applicable law, such lesser proportion.
Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees
Please advise the Company, to the attention of N.S. Taylor toll-free at
1-866-588-8700, proxy solicitor, whether other persons are the beneficial owners
of the shares for which proxies are being solicited and, if so, the number of
copies of this Proxy Statement and other soliciting material you wish to receive
in order to supply copies to the beneficial owners of shares.
Compliance with Section 16(a) Beneficial Ownership Reporting
Section 16(a) of the Securities Exchange Act of 1934, and rules thereunder,
requires the Company's directors and officers, and any persons holding 10% or
more of its common stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and American Stock Exchange. Based
on the Company's review, the Company believes that during the calendar year
ended 2000 all Section 16(a) filing requirements applicable to such persons were
complied with in a timely manner.
It is important that proxies be returned promptly. Therefore, stockholders who
do not expect to attend the meeting in person are urged to complete, sign, date
and return the enclosed proxy card in the enclosed stamped envelope.
-6-
Bexil Corporation Proxy/Voting Instruction Card
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This proxy is solicited by and on behalf of the Company's Board of Directors for
the Annual Meeting of Stockholders on October 30, 2001 and at any postponement
or adjournment thereof.
The stockholder(s) of Bexil Corporation (the "Company") signing on the reverse
of this card hereby appoints Thomas B. Winmill and Monica Pelaez and each of
them, the attorneys and proxies of the signer, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders to be
held at the offices of the Company at 11 Hanover Square, New York, New York on
Tuesday, October 30, 2001 at 8:30 a.m., and at any postponement or adjournment
thereof ("Meeting") to cast on behalf of the signer all votes that the
signer is entitled to cast at the Meeting and otherwise to represent the
signer at the Meeting with all of the powers the signer possesses and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
proxy statement for the Meeting. The signer hereby acknowledges receipt of
the Notice of Annual Meeting and the accompanying Proxy Statement and revokes
any proxy heretofore given for the Meeting. If no directions are given, the
proxies will vote FOR all proposals and in their discretion on any other matter
that may properly come before the Meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
| | Please mark your votes
| X | as in this example:
| |
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BEXIL CORPORATION
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Please sign, date and return this proxy/voting instruction card promptly in the
enclosed postage-paid envelope. If no direction is given on a proposal, the
proxies will vote FOR the proposal, in accordance with the recommendations of
the Company's Board of Directors.
CONTROL NUMBER:
RECORD DATE SHARES:
1. To elect to the Board of Directors the Nominees, Russell E. Burke III,
David R. Stack, and Thomas B. Winmill, respectively, as Class III Director,
Class IV Director, and Class IV Director, each to serve for a five year
term and until his successor is duly elected and qualified.
(01) Russell E. Burke III
(02) David R. Stack
(03) Thomas B. Winmill
For all With- For All
Nominees hold Except
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NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and write the number(s) of nominee(s) below. Your shares
will be voted for the remaining nominee(s).
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2. To ratify the selection of Tait, Weller & Baker as the Company's
independent auditors.
For Against Abstain
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Signature(s) should be exactly as name or names appearing in the address on this
form. Please sign this proxy and return it promptly whether or not you plan to
attend the Meeting. If signing for a corporation or partnership or as agent,
attorney or fiduciary, indicate the capacity in which you are signing. If you do
attend the Meeting and decide to vote by ballot, such vote will supersede this
proxy.
Please be sure to sign and date this Proxy. Date_________________________
__________________________________ __________________________________
Signature Co-Owner Signature
DETACH CARD DETACH CARD
Your vote is important!
Please sign and date the proxy/voting instruction card
above and return it promptly in the enclosed
postage-paid envelope or otherwise to Bexil Corporation
c/o EquiServe, P.O. Box 9391, Boston, MA 02205-9969, so
that your shares can be represented at the Meeting.
Please fold and detach card at perforation before mailing.