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
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(Name of Registrant as Specified In Its Charter)
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(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
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Notice of Annual Meeting of Stockholders
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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 Wednesday, October 2, 2002 at 8:30 a.m.,
for the following purposes:
1. To elect to the Board of Directors the Nominee, Bassett S. Winmill, as
Class V Director, to serve for a five year term and until his successor is
duly elected and qualified.
Stockholders of record at the close of business on August 5, 2002 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ Monica Pelaez
Monica Pelaez
Secretary
New York, New York
August 26, 2002
Please Vote Immediately by Signing and Returning the Enclosed Proxy Card.
Delay may cause the Company to incur additional expenses to solicit votes for
the meeting.
BEXIL CORPORATION
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PROXY STATEMENT
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Annual Meeting of Stockholders
to be held October 2, 2002
This Proxy Statement, dated August 26, 2002, 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 Wednesday, October 2,
2002 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 August 5, 2002
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 851,406.000 shares of
common stock issued and outstanding. Stockholders of the Company will vote as a
single class. It is estimated that proxy materials will be mailed to
stockholders as of the Record Date on or about August 28, 2002. 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 1-800-278-4353.
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. It is proposed that stockholders of
the Company elect one Class V Director to serve for a five year term and until
his successor is duly elected and qualified. The nominee Bassett S. Winmill
currently serves as a Director of the Company. Robert D. Anderson and David R.
Stack, who currently serve as Directors of the Company, intend to resign
effective October 2, 2002 if Bassett S. Winmill is re-elected as proposed and
the size of the Board of Directors will be reduced accordingly from seven to
five members. 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 nominee for Class V Director of
the Company.
Number of
Portfolios in
Investment Other
Name, Principal Occupation, Company Complex Directorships
Business Experience for Past Director Overseen by held by
Five Years, Address, and Age Since Director Director
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Interested Nominee:
CLASS V:
BASSETT S. WINMILL*, ** - He is Chairman 1997 4 Winmill &
of the Board of the Company, as well as Co.
certain investment companies advised by Incorporated
CEF Advisers, Inc. ("CEF"), the former
investment manager, and its affiliates
(such investment companies collectively,
the "Investment Company Complex") and of
Winmill & Co. Incorporated ("WCI"),
CEF's parent. 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 was
born on February 10, 1930.
* Mr. Winmill is an "interested person" of the Company as defined in the
Investment Company Act of 1940, as amended (the "1940 Act") based on his
indirect beneficial ownership of more than 5% of the Company's shares of common
stock. ** Mr. Winmill is the father of Thomas B. Winmill, the President, Chief
Executive Officer, and General Counsel of the Company.
If Bassett S. Winmill is re-elected as proposed, directors Robert D.
Anderson and David R. Stack currently intend to resign effective October 2, 2002
and the size of the Board will be reduced accordingly from seven to five
members.
- 1 -
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 1940 Act is indicated by an asterisk.
Number of Portfolios Other
Name, Principal Occupation, in Investment Directorships
Business Experience for Past Director Company Complex held by
Five Years, Address, and Age Since Overseen by Director Director
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Non-interested Director:
Class I:
FREDERICK A. PARKER, JR. - He is retired 1996 2 0
President and Chief Executive Officer of
America 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 of Maxwell 1997 2 0
Partners and Chief Financial Officer of
NOOR Group Limited. From July 1998 to
December 1998, he was a Principal of
Libra Advisor LLC. From 1996 to 1998, he
was Managing Director-Private Equity
Investment, of Rothschild Emerging
Markets LLC / Croesus Capital Management
Corporation. His address is 737 Park
Avenue, New York, New York 10021. He was
born on July 31, 1960.
Class III:
RUSSELL E. BURKE III - He is President 2001 2 0
of Russell E. Burke II, Inc. Fine Art,
New York, New York. His address is 900
Park Avenue, New York, New York 10021.
He was born on August 23, 1946.
Interested Director:
Class IV:
THOMAS B. WINMILL*,** - He is President, 1997 7 Winmill &
Chief Executive Officer, and General Co.
Counsel of the Company, as well as the Incorporated
other investment companies in the
Investment Company Complex, and of 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 was born on June
25, 1959.
* Mr. Winmill is an "interested person" of the Company as defined in the
Investment Company Act of 1940, as amended (the "1940 Act") based on his
position as an officer of the Company. ** Mr. Winmill is a son of Bassett S.
Winmill, the Chairman of the Board of the Company.
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the nominee listed above, unless stockholders
specifically indicate on their proxies the desire to withhold authority to vote
for the nominee. It is not contemplated that the 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. The 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 Russell E. Burke III,
Frederick A. Parker, Jr. David R. Stack 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.
- 2 -
Unless otherwise noted, the address of record for the officers is 11
Hanover Square, New York, New York 10005. The executive officers, other than
those who serve as Directors, and their relevant biographical information are
set forth below:
Name and Age Principal Occupation During Past 5 years
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William G. Vohrer Chief Accounting Officer, Chief Financial
Born on August 17, 1950 Officer, Treasurer and Vice President since
2001. He is also 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. 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.
Marion E. Morris Senior Vice President since 2000. She is also
Born on June 17, 1945 Senior Vice President of the other investment
companies in the Investment Company Complex and
WCI and certain of its affiliates. She is
Director of Fixed Income and a member of the
Investment Policy Committee of CEF. From 1997 to
2000, she acted as general manager of Michael
Trapp, a landscape designer. Previously, she
served as Vice President of Salomon Brothers,
The First Boston Corporation and Cantor
Fitzgerald.
Monica Pelaez Vice President, Secretary and Chief Compliance
Born on November 5, 1971 Officer since 2000. She is also 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.
The following table sets forth information regarding the direct beneficial
ownership of the Company's outstanding shares as of the Record Date by (i) each
director, nominee and executive officer and (ii) all directors and executive
officers as a group. There have been no purchases or sales in excess of $50,000
of securities of CEF or WCI since the beginning of the most recently completed
fiscal year by any director or executive officer, or nominee for election as a
director of the Company.
Name of Director, Nominee or Officer Number of Shares Percent of Outstanding Shares
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Interested Nominee:
Bassett S. Winmill 5,403.00 **
Non-interested Directors:
Russell E. Burke III 0 **
Frederick A. Parker, Jr. 381.00 **
David R. Stack 0 **
Douglas Wu 0 **
Interested Directors:
Robert D. Anderson 200.00 **
Thomas B. Winmill 30.15 **
Officers:
Marion E. Morris 0 **
Monica Pelaez 0 **
William G. Vohrer 0 **
$1-$10,000
Total shares held by directors and officers 6,014.15 **
as a group --------
** Less than 1% of the outstanding shares
- 3 -
To the knowledge of the management of the Company the following
stockholders beneficially owned 5% or more of the outstanding shares of the
Company according to their Schedule 13D filed on July 10, 2002:
Approximate Percentage
of the Company's Total
Name and Address Common Stock Outstanding Shares
------------------------------ ----------------- ------------------
Investor Service Center, Inc. 204,812.00 shares 24.06%
11 Hanover Square
New York, New York 10005
Winmill & Co. Incorporated* 204,812.00 shares 24.06%
11 Hanover Square
New York, New York 10005
Bassett S. Winmill** 210,215.00 shares 24.69%
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 204,812.00 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 following table sets forth information describing the dollar range of
equity securities beneficially owned by each Director and nominee of the Company
and on an aggregate basis the Investment Company Complex as of the Record Date:
Aggregate Dollar Range of Equity
Securities in All Registered Investment
Dollar Range of Equity Companies Overseen by Director in
Name of Director or Nominee Securities in the Company Investment Company Complex
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Interested Nominee:
Bassett S. Winmill over $100,000 over $100,000
Non-interested Directors:
Russell E. Burke III None $1-$10,000
Frederick A. Parker, Jr. $1-$10,000 $1-$10,000
David R. Stack None $1-$10,000
Douglas Wu None None
Interested Directors:
Robert D. Anderson $1-$10,000 $10,001-$50,000
Thomas B. Winmill $1-$10,000 over $100,000
The Company had four Board meetings, one audit committee meeting, one
special meeting and no executive committee meetings during the Company's most
recently completed full fiscal year ended December 31, 2001. Each Director
attended all Board and committee meetings held during such periods during the
time such Director was in office.
The aggregate amount of compensation paid to each Director and nominee by
the Company and by the other investment companies in the Investment Company
Complex for which such Director or nominee is a board member (the number of
which is set forth in parenthesis next to the Director or nominee's name) for
the year ended December 31, 2001, is as follows:
Name of Director or Nominee
(Current Total Number of Investment Aggregate Compensation Total Compensation from the Company
Companies)* from the Company and Investment Company Complex
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Interested Nominee:
Bassett S. Winmill (4) $0 $0
- 4 -
Non-interested Directors:
Russell E. Burke III (2) $1,875 $15,125
Frederick A. Parker, Jr. (2) $13,000 $14,875
David R. Stack (3) $1,875 $15,125
Douglas Wu (2) $13,000 $14,875
Interested Directors:
Robert D. Anderson (4) $0 $0
Thomas B. Winmill (7) $50,000 $50,000
*During the fiscal year 2001 there were nine investment companies managed by CEF
and its affiliates during all or a portion of the year ended December 31, 2001.
There are currently seven investment companies managed by the Investment Manager
and its affiliates.
CEF, the Company's former investment manager, located at 11 Hanover Square,
New York, New York 10005, is a wholly-owned subsidiary of Winmill & Co.
Incorporated, a publicly-owned company whose securities are listed on the Nasdaq
Stock Market. During the fiscal year ended December 31, 2001, the Company paid
to CEF investment management fees of $39,571. Bassett S. Winmill, a Director of
the Company, may be deemed a controlling person of Winmill & Co. on the basis of
100% ownership of Winmill & Co.'s voting stock and, therefore, a controlling
person of CEF.
On November 28, 2000, shareholders approved a proposal to change the nature
of the Company's business so as to cease to be an investment company. At a
meeting of the Board of Directors of the Company on June 13, 2001, the Board of
Directors approved terminating the investment management agreement with CEF,
effective at the end of business on July 31, 2001. Commencing August 1, 2001,
the Company's officers (who are substantially identical to those of CEF) assumed
the management of the Company's affairs, including portfolio management, subject
to the oversight and final direction of the Board of Directors. Compensation of
Company personnel was set in the aggregate amount of $200,000 per year, which
may be changed from time to time at the discretion of the Board of Directors.
The Company has no bonus, pension, profit- sharing or retirement plan. On April
8, 2002, the Company filed an application for deregistration with the Securities
and Exchange Commission. The Company's deregistration application currently is
pending before the Commission.
Audit Committee Report
In accordance with its written charter adopted by the Board of Directors,
the Audit Committee assists the Board of Directors in fulfilling its
responsibility for oversight of the quality and integrity of the Company's
financial reporting practices. The Audit Committee's primary duties and
responsibilities are to: (i) monitor the integrity of the Company's financial
reporting process and systems of internal controls regarding finance, accounting
and legal compliance; (ii) monitor the independence and performance of the
Company's independent public accountants and monitor the overall performance of
the Company accounting agent; and (iii) provide an avenue of communication among
the independent public accountants, management, the Company accounting agent and
the Board of Directors. The Audit Committee met one time in fiscal 2001.
In discharging its oversight responsibility as to the audit process, the
Audit Committee discussed with the independent auditors their independence from
the Company and its management. In addition, the independent auditors provided
the Audit Committee with written disclosure regarding their independence and the
letter required by Independence Standards Board Standard No. 1.
The Audit Committee discussed and reviewed with the independent auditors
all communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, Communication with
Audit Committees, and discussed and reviewed the results of the independent
auditors' examination of the Company's financial statements. The Audit Committee
reviewed the audited financial statements of the Company for the fiscal year
ended December 31, 2001 with management and the independent auditors. Management
has the responsibility for the preparation of the Company's financial statements
and the independent auditors have the responsibility for the examination of
those statements.
Based upon review and discussions with management and the independent
auditors, the Audit Committee recommended to the Board of Directors that the
Company's audited financial statements be included in its Annual Report for the
fiscal year ended December 31, 2001 for filing with the Securities and Exchange
Commission. This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or the Securities Act of
1934, as amended, and shall not otherwise
- 5 -
be deemed filed under such Acts. The Audit Committee Members are: Russell E.
Burke III, Frederick A. Parker, Jr., David R. Stack, and Douglas Wu. The Audit
Committee members are independent, as defined in section 121(A) of the listing
standards of the American Stock Exchange.
Tait, Weller & Baker ("Tait, Weller") has been selected as independent
accountants for the Company for the fiscal period commencing January 1, 2002.
Tait, Weller also acts as independent accountants of WCI and the other
investment companies in the Investment Company Complex. Apart from its fees
received as independent auditors, neither Tait, Weller nor any of its partners
has a direct, or material indirect, financial interest in the Company or its
affiliates. Representatives of Tait, Weller are not expected to be present at
the Meeting but have been given the opportunity to make a statement if they so
desire and are expected to be available to respond to appropriate questions.
Audit services provided by Tait, Weller during the most recent fiscal year
included the audit of the financial statements of the Company. During the fiscal
year ended December 31, 2001, the fees for services rendered to the Company by
Tait, Weller were:
Financial Information Systems Design and
Audit Fees Implementation Fees* All Other Fees*
--------------------------------------------------------------------------------
$12,500 $0 $77,800
* This amount includes fees for services rendered by Tait, Weller to the
Company, CEF, and WCI and its affiliates. The Audit Committee has considered the
provision of these services and has determined such services to be compatible
with maintaining Tait, Weller's independence.
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 the proposal is 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 proposal(s) presented at 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 proposals 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.
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. 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 Statement
and proxy card in the mail. Within 72 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 instructions are not correctly reflected in the
confirmation. Stockholders requiring further information with respect to
telephonic voting instructions or the proxy generally should contact the
Company's's transfer agent at 1-800-278-4353. Any stockholder 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 giving a proxy
may 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.
- 6 -
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 August 6, 2002 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 April 30, 2003, pursuant to Rule 14a-8(e)2 of
the 1934 Act. The date after which notice of a stockholder proposal submitted
outside the processes of Rule 14a-8 is considered untimely is June 29, 2003, 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.
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 the American Stock Exchange.
Based on the Company's review, the Company believes that during the calendar
year 2001 one late filing was made with respect to a Form 5 filed on behalf of
Investor Service Center, Inc.
Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees
Please advise the Company's transfer agent, American Stock Transfer & Trust
Company, at 1-800-278-4353 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.
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
- 7 -
PROXY/VOTING INSTRUCTION CARD
BEXIL CORPORATION
This proxy is solicited by and on behalf of the Company's Board of Directors for
the Annual Meeting of Stockholders on October 2, 2002 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
Wednesday, October 2, 2002 at 8:30 a.m., and at any postponement or adjournment
thereof (the "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, date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
BEXIL CORPORATION
October 2, 2002
Please Detach and Mail in the Envelope Provided
________________________________________________________________________________
| | Please mark your votes
| X | as in this example:
| |
1. To elect to the Board of Directors the Nominee, Bassett S. Winmill, as
Class V Director, to serve for a five year term and until his successor is
duly elected and qualified.
WITHHOLD
FOR AUTHORITY
the nominee for the nominee
| | | | Nominee:
| | | | (01) Bassett S. Winmill
| | | |
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 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.
Please be sure to sign and date this Proxy.
Your vote is important!
_______________________ _______________________________ Date___________, 2002
Signature Co-Owner Signature
NOTE: 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 American Stock Transfer and Trust Company, 59 Maiden Lane,
New York, NY 10038 so that your shares can be represented at the Meeting.
Please fold and detach card at perforation before mailing.