UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07833
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Bexil Corporation
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(Exact name of registrant as specified in charter)
11 Hanover Square, New York, NY 10005
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(Address of principal executive offices) (Zipcode)
Thomas B. Winmill, President
11 Hanover Square
New York, NY 10005
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(Name and address of agent for service)
Registrant's telephone number, including area code: 1-212-785-0400
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Date of fiscal year end: 12/31/03
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Date of reporting period: 1/1/03 - 12/31/03
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policy making roles.
Item 1. Report to Shareholders
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BEXIL(R) CORPORATION
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ANNUAL REPORT
December 31, 2003
Independent Public Accountant American Stock
Tait, Weller & Baker Exchange Symbol:
BXL
11 Hanover Square
New York, NY 10005
Tel 1-212-785-0400
www.bexil.com
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American Stock
BEXIL CORPORATION Exchange Symbol: BXL
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11 Hanover Square, New York, NY 10005
WWW.bexil.com
February 25, 2004
Fellow Shareholders:
Bexil Corporation is pleased to report that operations continue to grow at
its 50% owned York Insurance Services Group, Inc. For the full year of 2003,
York's audited revenue was approximately $52.7 million and net income was
approximately $5.6 million. In 2002 and 2001, York's audited revenue increased
to approximately $40.3 million from $25.3 million, and net income rose to
approximately $4.2 million from $0.7 million, respectively. Of note, York's
total liabilities have declined approximately 42% from the time of acquisition
on January 19, 2002 to December 31, 2003. As reported previously, the limited
guaranty to the lender of senior debt, which Bexil provided in connection with
the 2002 York transaction, was eliminated in the first half of 2003.
Since the 1930's, York's affiliates have served as third party
administrators and independent adjusters providing claims data and risk related
services to insurance carriers, self insured, public entities, brokers and other
intermediaries. York's claims services include property & casualty, workers'
compensation, transportation & logistics, environmental, construction and inland
& ocean marine. Tom MacArthur, York's President, and his dedicated executive
management team, credits York's success to its philosophy of putting its
customer's needs first. By helping customers develop claims strategies and
solutions, York seeks to improve their business relationships and profitability.
Bexil is proud of York's stated primary purpose "to serve our customers and
enhance the reputation of their organizations." We expect that the efforts of
Tom MacArthur and his team in striving to deliver on their customers' promise to
resolve claims efficiently and fairly will be rewarding to York's customers,
employees and Bexil alike. More information about York, which maintains its
corporate office at 99 Cherry Hill Road in Parsippany, New Jersey, may be found
at its web site, http://www.yorkclaims.com/. To find out what claims and related
services York can do for your organization, call Tom MacArthur directly at (973)
404-1228.
We are also pleased to report that the Company's application initially
filed in 2002 with the Securities and Exchange Commission to terminate its
registration as an investment company, was approved by the SEC on January 6,
2004. As a result, the Company will have fewer regulatory constraints and
greater operating flexibility, as well as operate under different accounting
rules that will require York's earnings to be reported using the equity
accounting method, rather than by the current investment company fair valuation
approach. For example, for the year ended December 31, 2003, investment company
accounting requires that Bexil's income statement report a $348,188 net
operating loss, or $(0.40) per share, before net realized and unrealized gains
on holdings of $2,831,257, net of deferred tax expense. In contrast, equity
method accounting would require Bexil to report net income of $2,199,871, or
$2.52 per share. Although the equity accounting figures above are not audited
and not a part of Bexil's current financial statements, we believe they give
shareholders an important insight into the financial operations and earning
power of Bexil.
Our goal over the year ahead will be to grow Bexil's shareholder value by
implementing additional operational efficiencies at York and developing its
insurance services business. Within York, we are focusing on new ways to satisfy
current customers and attract new ones, as well as streamlining operations and
developing reporting efficiencies. York's $2.7 million in cash and equivalents
together with Bexil's nearly $4.5 million in cash and short-term government
securities give us the financial strength to pursue these important initiatives.
Sharing your optimism about Bexil's potential, management and its
affiliates currently own approximately 30% of the Company's outstanding shares.
Sincerely,
/s/ Bassett S. Winmill /s/ Thomas B. Winmill
Bassett S. Winmill Thomas B. Winmill
Chairman President
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This report, including the financial statements herein, is transmitted to the
shareholders of the Company for their information. The financial information
included herein is taken from the records of the Company. This is not a
prospectus, circular or representation intended for use in the purchase of
shares of the Company or any securities mentioned in this report. This report
contains forward-looking statements and similar expressions that reflect Bexil's
current expectations about its future performance, and are subject to risks,
uncertainties and other factors that could cause Bexil's actual performance to
differ materially from those expressed in, or implied by, these forward-looking
statements. Notice is hereby given under Section 23(c) of the Investment Company
Act of 1940 that the Company may purchase at market prices from time to time
shares of its common stock in the open market.
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BEXIL CORPORATION 2
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2003
ASSETS:
Holdings at fair value (cost: $7,821,185) (Note 1)........... $ 20,492,860
Interest receivable.......................................... 43,821
Other assets................................................. 5,629
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Total assets.............................................. 20,542,310
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LIABILITIES:
Deferred taxes (Note 7)...................................... 5,148,626
Accrued expenses............................................. 158,210
Accrued salaries............................................. 87,389
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Total liabilities......................................... 5,394,225
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NET ASSETS: (applicable to 879,591 shares outstanding: 10,000,000
shares of $.01 par value authorized)............................ $ 15,148,085
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NET ASSET VALUE PER SHARE
($15,148,085/879,591 shares outstanding)....................... $ 17.22
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At December 31, 2003, net assets consisted of:
Paid-in capital.............................................. $ 9,446,026
Net unrealized appreciation on holdings-net of
deferred taxes.............................................. 6,958,799
Accumulated net realized loss on holdings.................... (74,430)
Accumulated deficit in net operating income.................. (1,182,310)
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$ 15,148,085
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STATEMENT OF OPERATIONS
Year Ended December 31, 2003
INCOME:
Interest..................................................... $ 166,349
Other........................................................ 11,000
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Total income.............................................. 177,349
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EXPENSES:
Salaries (Note 3)............................................ 430,100
Professional (Note 3)........................................ 109,405
Directors.................................................... 35,440
Printing..................................................... 26,358
Transfer agent............................................... 11,625
Registration (Note 3)........................................ 7,867
Custodian.................................................... 380
Other........................................................ 97,997
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Total operating expenses.................................. 719,172
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Net operating loss before income taxes................. (541,823)
Income tax benefit (Note 7)............................... 193,635
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Net operating loss..................................... (348,188)
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REALIZED AND UNREALIZED GAIN (LOSS) ON HOLDINGS:
Net realized gain on holdings................................ 30,093
Unrealized appreciation on holdings during the period........ 5,202,040
Deferred tax expense (Note 7)................................ (2,400,876)
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Net realized and unrealized gain on holdings.............. 2,831,257
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Net increase in net assets resulting from operations...... $ 2,483,069
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See accompanying notes to financial statements.
3 BEXIL CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended December 31, 2003 and 2002
2003 2002
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OPERATIONS:
Net loss..................................... $ (348,188) $ (311,510)
Net realized gain from security transactions 30,093 429,658
Unrealized appreciation on holdings during
the period.................................. 2,801,164 3,759,972
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Net change in net assets resulting from
operations............................... 2,483,069 3,878,120
DISTRIBUTIONS TO SHAREHOLDERS:
Tax return of capital to shareholders ($.60
and $.62 per share, respectively)........... (522,612) (737,240)
CAPITAL SHARE TRANSACTIONS:
Increase in net assets resulting from
reinvestment of distributions (14,530 and
30,390 shares, respectively)................ 201,417 296,043
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Total change in net assets................ 2,161,874 3,436,923
NET ASSETS:
Beginning of period.......................... 12,986,211 9,549,288
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End of period................................ $ 15,148,085 $ 12,986,211
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Schedule of Portfolio Holdings - December 31, 2003
Fair Value
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Shares COMMON STOCKS (77.97%)
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Services-Miscellaneous Business Services (77.97%)
100,000 Safety Intelligence Systems Corp./(1)(2)/.......... $ 282,860
500 York Insurance Services Group, Inc./(1)(2)/........ 15,695,280
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Total Common Stocks (cost: $3,325,000).......... 15,978,140
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Par Value
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SHORT TERM INVESTMENTS (22.03%)
$ 199,601 SSGA Prime Money Market Fund....................... 199,601
4,300,000 U.S. Treasury Note, 3.00%, due 2/29/04............. 4,315,119
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Total Short Term Investments (cost: $4,496,185).... 4,514,720
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Total Investments (cost: $7,821,185)
(100.00%)...................................... $ 20,492,860
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/(1)/ Security is not publicly traded. Value is determined in good faith by or
under the direction of the Board of Directors.
/(2)/ Non-income producing security.
See accompanying notes to financial statements.
BEXIL CORPORATION 4
Notes to Financial Statements
(1) Bexil Corporation (the "Company"), a Maryland corporation registered under
the Investment Company Act of 1940, as amended ("1940 Act"), is a
non-diversified, closed-end, management investment company. The Company's
application with the SEC to de-register from the 1940 Act was granted on January
6, 2004. The Company's shares are listed on the American Stock Exchange. On
September 8, 1999, the Board of Director's of the Company approved a change in
the fiscal year end to December 31. Previously, the fiscal year end was June 30.
The following is a summary of significant accounting policies consistently
followed by the Company in the preparation of its financial statements. With
respect to security valuation, securities listed or traded on a national
securities exchange or the Nasdaq National Market System ("NMS") are valued at
the last quoted sales price on the day the valuations are made. Such listed
securities that are not traded on a particular day and securities traded in the
over-the-counter market that are not on the NMS are valued at the mean between
the current bid and asked prices. Securities for which market quotations are not
readily available or reliable and other assets may be valued at fair value as
determined in good faith by or under the direction of the Board of Directors.
The assets for which no market quotations exist comprise a majority of the
Company's assets. As a general principle, the current "fair value" of an asset
would be the amount the Company might reasonably expect to receive for it upon
its current sale, in an orderly manner. There is a range of values that are
reasonable for such assets at any particular time. Generally, cost at purchase,
which reflects an arm's length transaction, is the primary factor used to
determine fair value until significant developments affecting the holding (such
as results of operations or changes in general market conditions) provide a
basis for use of an appraisal valuation. Appraisal valuations are based upon
such factors as book value, earnings, cash flow, the market prices for similar
securities of comparable companies, an assessment of the company's current and
future financial prospects, stockholder agreements, and various other factors
and assumptions, such as discount rates, valuation multiples, and future growth
projections. Additional factors which might be considered include: financial
standing of the issuer; the business and financial plan of the issuer and
comparison of actual results with the plan; size of position held and the
liquidity of the market; contractual restrictions on disposition; pending public
offering with respect to the financial instrument; pending reorganization
activity affecting the financial instrument (such as merger proposals, tender
offers, debt restructurings, and conversions); ability of the issuer to obtain
needed financing; changes in the economic conditions affecting the issuer; a
recent purchase or sale of a security of the issuer. In the case of unsuccessful
operations, the appraisal may be based upon liquidation value. Appraisal
valuations are necessarily subjective and management's estimate of values may
differ materially from amounts actually received upon the disposition of the
holding. The Board of Directors reviews valuation methodologies on a quarterly
basis to determine their appropriateness and may also hire independent firms to
review management's methodology of valuation or to conduct an independent
valuation. On a daily basis through December 31, 2003 and thereafter monthly at
calendar month end, the Company adjusts its net asset value for the changes in
the value of its publicly held securities and material changes in the value of
its private securities and reports the current net asset value to Lipper
Analytical Services, Inc. for redistribution to various media and publications.
Debt obligations with remaining maturities of 60 days or less are valued at cost
adjusted for amortization of premiums and accretion of discounts. Investment
transactions are accounted for on the trade date (date the order to buy or sell
is executed). Interest income is recorded on the accrual basis. In preparing
financial statements in conformity with accounting principles generally accepted
in the United States of America, management makes estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements, as well as the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
5 BEXIL CORPORATION
(2) The Company did not comply with the requirements of the Internal Revenue
Code regarding asset diversification applicable to regulated investment
companies during the year ended December 31, 2003. Thus, the Fund did not
qualify as a regulated investment company under subchapter M of the Internal
Revenue Code and is subject to income taxes. It is the intent of the Company to
continue to operate as such and not qualify as a regulated investment company.
The Company accounts for income taxes by using the liability method, whereby
deferred tax assets and liabilities arise from the tax effect of temporary
differences between the financial statement and tax basis of assets and
liabilities, measured using currently enacted tax rates. For income tax
purposes, the Company had a net operating loss carryforward at December 31, 2003
of approximately $1,183,000 which is available to offset future net operating
income, if any, and which $642,000 expires in 2017 and $541,000 expires in 2018.
In addition, the Company had an unused capital loss carryforward of
approximately $74,400 which expires in 2005. Based on Federal income tax cost of
$7,821,185, gross unrealized appreciation and gross unrealized depreciation were
$12,713,815 and $42,140, respectively, at December 31, 2003.
(3) The Company retained CEF Advisers, Inc. ("CEF") as its investment manager
pursuant to an investment management agreement. As compensation for the service
provided pursuant to such agreement, the Company paid to CEF a fee from its
assets, such fee to be computed weekly and paid monthly in arrears at the annual
rate of 7/10 of 1% of the first $250 million, 5/8 of 1% from $250 million to
$500 million, and 1/2 of 1% over $500 million. This fee was calculated by
determining net assets on each Friday and applying the applicable rate to such
amount for the number of days in the week. 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 effective August 1, 2001,
$365,000 per year effective January 1, 2003, $460,000 effective January 1, 2004
and may be further changed from time to time at the discretion of the Board of
Directors. In addition, bonuses of $41,700 were accrued in 2003.
(4) Purchases and sales of non-short term securities aggregated $0 and
$287,344, respectively, for the year ended December 31, 2003.
(5) In January 2002, the Company terminated its committed bank line of credit.
In connection with its 2003 acquisition of 50% of the common stock of York
Insurance Services Group, Inc., the Company provided a limited guaranty of up to
$3 million to the lender of senior debt. During 2003 this guarantee was
terminated and the Company did not have any borrowings.
(6) The tax character of distributions paid to shareholders for the years ended
December 31, 2003 and 2002 was as follows:
2003 2002
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Distributions paid from:
Return of capital $ 522,612 $ 737,240
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$ 522,612 $ 737,240
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BEXIL CORPORATION 6
(7) The provision for income tax expense was as follows:
2003
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Current
Federal $ --
State and local 30,615
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30,615
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Deferred
Federal 1,640,000
State and local 536,626
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2,176,626
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$ 2,207,241
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Deferred tax liabilities (assets) are comprised of the following at December 31,
2003:
Unrealized appreciation on holdings $ 5,712,876
Net operating and capital loss carryforwards (564,250)
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Net deferred taxes $ 5,148,626
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(8) Regarding concentrations of credit risk, Bexil is a holding company
operating businesses directly or through companies in which it has a 50% or
greater interest. The Company may acquire or develop additional businesses in
which it has such an interest. While such businesses are consistent with the
Company's expressed intention of deregistering under the Investment Company Act
of 1940, they are likely to require a substantial investment of the Company's
assets, and a further concentration of the Company's assets in particular
companies or industries. Such concentration will increase the risk of loss to
the Company as a result of the negative results or financial condition of any
particular business and/or industry. At December 31, 2003 approximately 76% of
the Company's assets were devoted to one business in the insurance services
industry.
(9) There are 10,000,000 shares of $.01 par value common stock authorized. Of
the 879,591 shares of common stock outstanding at December 31, 2003, Investor
Service Center, Inc. ("ISC") owned 222,644 shares. Certain officers and
directors of ISC are officers and directors of the Company.
(10) Certain officers and directors of the Company also serve as officers and
directors of an affiliated group which includes ISC ("Group"). The Company
shares office space and various general and administrative expenses with the
Group and is expected to reimburse the Group for these expenses. In this
connection for the year ended December 31, 2003, the Company has recorded a
liability of approximately $96,000.
7 BEXIL CORPORATION
(11) Effective January 6, 2004, the Securities and Exchange Commission issued an
order declaring that the Company had ceased to be an investment company under
Section 8(f) of the Investment Company Act of 1940. As a result, the Company
will carry its investment (50% of the outstanding common stock) in York
Insurance Services Group, Inc. using the equity basis of accounting (cost plus
50% share of earnings) as compared to carrying such investment at fair value.
The pro forma balance sheet at December 31, 2003 reflecting Bexil as a
non-investment company is as follows:
Assets
Marketable securities available for sale $ 4,514,720
Investment in unconsolidated affiliate - at equity 7,461,672
Other assets 896,560
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Total assets $ 12,875,952
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Liabilities $ 245,599
Stockholders' Equity 12,627,353
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Total liabilities and stockholders' equity $ 12,872,952
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BEXIL CORPORATION 8
FINANCIAL HIGHLIGHTS
Six Months Year
Ended Ended
Years Ended December 31, December 31, June 30,
------------------------------------------------ ------------ ----------
2003 2002 2001 2000 1999 1999
--------- ---------- ---------- ---------- ------------ ----------
PER SHARE DATA*
Net asset value at beginning of period........ $ 15.01 $ 11.41 $ 12.14 $ 12.62 $ 12.83 $ 14.45
--------- ---------- ---------- ---------- ------------ ----------
Income from operations:
Net income (loss).......................... (3.15) (4.65) .26 .60 .18 .07
Net realized and unrealized gains (losses). 5.96 9.12 (.02) (.08) .21 (.49)
--------- ---------- ---------- ---------- ------------ ----------
Total from operations................... 2.81 4.47 .24 .52 .39 (.42)
Less distributions:
Distributions to shareholders.............. -- -- (.35) (.68) (.18) (.07)
Tax return of capital to shareholders...... (.60) (.87) (.62) (.32) (.42) (1.13)
--------- ---------- ---------- ---------- ------------ ----------
Total distributions..................... 2.21 3.60 (.73) (.48) (.21) (1.62)
--------- ---------- ---------- ---------- ------------ ----------
Net asset value at end of period.............. $ 17.22 $ 15.01 $ 11.41 $ 12.14 $ 12.62 $ 12.83
========= ========== ========== ========== ============ ==========
Market value at end of period................. $ 15.90 $ 10.80 $ 10.21 $ 8.88 $ 9.50 $ 12.13
========= ========== ========== ========== ============ ==========
TOTAL RETURN ON NET ASSET VALUE BASIS (a)..... 19.79% 42.81% 3.20% 1.57% 4.60% (2.64)%
========= ========== ========== ========== ============ ==========
TOTAL RETURN ON MARKET VALUE BASIS (a)........ 53.72% 14.84% 26.25% (4.00)% (16.68)% 1.26%
========= ========== ========== ========== ============ ==========
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000 omitted)..... $ 15.148 $ 12.986 $ 9.549 $ 9.789 $ 9.771 $ 9.774
========= ========== ========== ========== ============ ==========
Ratio of expenses to average net assets
(b) (c) (d).................................. 5.21% 9.57% 3.43% 2.33% 3.05% 6.33%
========= ========== ========== ========== ============ ==========
Ratio of net income (loss) to average net
assets....................................... (3.92)% (3.31)% 2.18% 4.98% 2.87% 0.49%
========= ========== ========== ========== ============ ==========
Portfolio turnover rate....................... 0% 83% 33% 182% 88% 112%
========= ========== ========== ========== ============ ==========
* Per share net income (loss) and net realized and unrealized gain (loss) on
holdings have been computed using the average number of shares outstanding.
These computations had no effect on net asset value per share.
** Annualized.
(a) Total return on market value basis is calculated assuming a purchase of
common stock on the opening of the first day and a sale on the closing of
the last day of each period reported. Dividends and distributions, if any,
are assumed for purposes of this calculation, to be reinvested at prices
obtained under the Fund's dividend reinvestment plan. Generally, total
return on net asset value basis will be higher than total return on market
value basis in periods where there is an increase in the discount or a
decrease in the premium of the market value to the net asset value from the
beginning to the end of such periods. Conversely, total return on net asset
value basis will be lower than total return on market value basis in
periods where there is a decrease in the discount or an increase in the
premium of the market value to the net asset value from the beginning to
the end of such periods. Total return calculated for a period of less than
one year is not annualized. The calculation does not reflect brokerage
commissions, if any.
(b) The ratio for the six months ended December 31, 1999 and the years ended
June 30, 1999 after custodian fee credits was 3.05%**, and 6.33%,
respectively. There were no custodian fee credits for the years ended
December 31, 2003, 2002, 2001 and 2000.
(c) Ratio excluding interest and including tax expense was 21.18% 41.28%,
3.38%, 1.96%, 2.86%**, and 5.80% for the years ended December 31, 2003,
2002, 2001 and 2000, the six months ended December 31, 1999 and the year
ended June 30, 1999, respectively.
(d) Ratio prior to reimbursement was 3.18%**, and 7.03% for the six months
ended December 31, 1999 and for the year ended June 30, 1999, respectively.
9 BEXIL CORPORATION
REPORT OF INDEPENDENT PUBLIC ACCOUNTANT
To the Board of Directors and Shareholders of Bexil Corporation:
We have audited the accompanying statement of assets and liabilities of Bexil
Corporation, including the schedule of portfolio holdings as of December 31,
2003, and the related statement of operations for the year then ended, the
statement of changes in net assets for the two years then ended, and the
financial highlights for the years ended December 31, 2003, 2002, 2001 and 2000,
and the six months ended December 31, 1999. These financial statements and
financial highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit. The financial highlights for the year
ended June 30, 1999 were audited by other auditors whose report, dated August 9,
1999, express an unqualified opinion on this information.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2003, by correspondence with the custodian.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Bexil
Corporation as of December 31, 2003, the results of its operations, the changes
in its net assets, and the financial highlights for the periods noted above in
conformity with accounting principles generally accepted in the United States of
America.
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
January 22, 2004
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PROXY VOTING
The Company's Proxy Voting Guidelines (the "Guidelines") are available without
charge, by calling the Company collect at 1-212-785-0400. The Guidelines are
also posted on the Company's website at http://www.bexil.com and are available
on the SEC's website at http://sec.gov.
BEXIL CORPORATION 10
DIVIDEND REINVESTMENT PLAN
The Company has adopted a Dividend Reinvestment Plan (the "Plan"). Under the
Plan, each dividend and capital gain distribution, if any, declared by the
Company on outstanding shares will, unless elected otherwise by each shareholder
by notifying the Company in writing at any time prior to the record date for a
particular dividend or distribution, be paid on the payment date fixed by the
Board of Directors or a committee thereof in additional shares. If the Market
Price (as defined below) per share is equal to or exceeds the net asset value
per share at the time shares are valued for the purpose of determining the
number of shares equivalent to the cash dividend or capital gain distribution
(the "Valuation Date"), participants will be issued additional shares equal to
the amount of such dividend divided by the greater of that NAV per share or 95%
of that Market Price per share. If the Market Price per share is less than such
net asset value on the Valuation Date, participants will be issued additional
shares equal to the amount of such dividend divided by the Market Price. The
Valuation Date is the day before the dividend or distribution payment date or,
if that day is not an American Stock Exchange trading day, the next trading day.
For all purposes of the Plan: (a) the Market Price of the shares on a particular
date shall be the average closing market price on the five trading days the
shares traded ex-dividend on the Exchange prior to such date or, if no sale
occurred on any of these days, then the mean between the closing bid and asked
quotations for the shares on the Exchange on such day, and (b) net asset value
per share on a particular date shall be as determined by or on behalf of the
Company.
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PRIVACY POLICY
Bexil Corporation recognizes the importance of protecting the personal and
financial information of its shareholders. We consider each shareholder's
personal information to be private and confidential. This describes the
practices followed by us to protect our shareholders' privacy. We may obtain
information about you from the following sources: (1) information we receive
from you on forms and other information you provide to us whether in writing, by
telephone, electronically or by any other means; (2) information regarding your
transactions with us, our corporate affiliates, or others. We do not sell
shareholder personal information to third parties. We will collect and use
shareholder personal information only to service shareholder accounts. This
information may be used by us in connection with providing services or financial
products requested by shareholders. We will not disclose shareholder personal
information to any non-affiliated third party except as permitted by law. We
take steps to safeguard shareholder information. We restrict access to nonpublic
personal information about you to those employees and service providers who need
to know that information to provide products or services to you. With our
service providers we maintain physical, electronic, and procedural safeguards to
guard your nonpublic personal information. Even if you are no longer a
shareholder, our Privacy Policy will continue to apply to you. We reserve the
right to modify, remove or add portions of this Privacy Policy at any time.
11 BEXIL CORPORATION
DIRECTORS AND OFFICERS
DIRECTORS OFFICERS
BASSETT S. WINMILL THOMAS B. WINMILL, Esq.
Executive Chairman President
RUSSELL E. BURKE III /1/ ROBERT D. ANDERSON
FREDERICK A. PARKER, JR./1/ Vice Chairman
THOMAS B. WINMILL, Esq. WILLIAM G.VOHRER
DOUGLAS WU /1/ Treasurer
/1/Member, Audit and Compensation MONICA PELAEZ, Esq.
Committees Vice President, Secretary
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Internet Custodian
www.bexil.com State Street Bank & Trust Co.
email: info@bexil.com 801 Pennsylvania Avenue
Kansas CIty, MO 64105
Independent Accountants Transfer Agent and Registrar
Tait, Weller & Baker American Stock Transfer & Trust Co.
1818 Market St., Suite 2400 59 Maiden Lane
Philadelphia, PA 19103 New York, NY 10038
1-800-278-4353
www.amstock.com
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RESULTS OF THE ANNUAL MEETING
The Company's Annual Meeting of stockholders was held on September 4, 2003 at
the offices of the Company at 11 Hanover Square, New York, New York for the
purpose of electing the following director to serve as follows with the votes
received as set forth below:
Director Class Term Expiring Votes For Votes Withheld
------------------------ ------- ------- -------- --------- --------------
Frederick A. Parker, Jr. 1 5 years 2008 744,546 9,864
Directors whose term of office continued after the meeting are Russell E. Burke
III, Bassett S. Winmill, Thomas B. Winmill, and Douglas Wu.
BEXIL CORPORATION 12
BEXIL CORPORATION
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11 Hanover Square
New York, NY 10005
Printed on recycled paper [LOGO]
BXL-AR-12/03
Item 2. Code of Ethics
(a) The registrant has adopted a code of ethics (the "Code") that
applies to its principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions, regardless of whether these individuals
are employed by the Fund or a third party.
(b) No information need be disclosed pursuant to this paragraph.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) (1) The Code is attached hereto as Exhibit 99.CODE ETH.
(2) The text of the Code can be found on the registrant's website,
www.bexil.com.
(3) A copy of the Code may be obtained free of charge by calling collect
1-212-785-0400.
Item 3. Audit Committee Financial Expert
The Fund's Board of Directors has determined that it has three "audit committee
financial experts" serving on its audit committee, each of whom are
"independent" Directors: Russell E. Burke III, Frederick A. Parker, Jr. and
Douglas Wu. Under applicable securities laws, a person who is determined to be
an audit committee financial expert will not be deemed an "expert" for any
purpose, including without limitation for the purposes of Section 11 of the
Securities Act of 1933, as a result of being designated or identified as an
audit committee financial expert. The designation or identification of a person
as an audit committee financial expert does not impose on such person any
duties, obligations, or liabilities that are greater than the duties,
obligations, and liabilities imposed on such person as a member of the audit
committee and Board of Directors in the absence of such designation or
identification.
Item 4. Principal Accountant Fees and Services
(a) - (d) Aggregate fees billed to the registrant for the last two fiscal years
for professional services rendered by the registrant's principal accountant were
as follows:
2003 2002
Audit Fees $ 15,200 $ 13,000
Audit-Related Fees 0 0
Tax Fees 3,250 3,750
All Other Fees 0 0
Audit fees include amounts related to the audit of the registrant's annual
financial statements and services normally provided by the accountant in
connection with statutory and regulatory filings. Audit-related fees include
amounts reasonably related to the performance of the audit of the registrant's
financial statements, specifically the issuance of a report on internal
controls. Tax fees include amounts related to tax compliance, tax planning, and
tax advice. Other fees include the registrant's pro-rata share of amounts for
agreed-upon procedures in conjunction with service contract approvals by the
registrant's Board of Directors.
(e) (1) The registrant's audit committee has adopted a policy to consider for
pre-approval any non-audit services proposed to be provided by the
auditors to the Fund, and any non-audit services proposed to be
provided by such auditors to the Fund's investment manager, if any,
which have a direct impact on Fund operations or financial reporting.
Such pre-approval of non-audit services proposed to be provided by the
auditors to the Fund is not necessary, however, under the following
circumstances: (1) all such services do not aggregate to more than 5%
of total revenues paid by the Fund to the auditor in the fiscal year
in which services are provided, (2) such services were not recognized
as non-audit services at the time of the engagement, and (3) such
services are brought to the attention of the Audit Committee, and
approved by the Audit Committee, prior to the completion of the audit.
(2) No services included in (b) - (d) above were approved pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) The aggregate fees billed for the most recent fiscal year and the preceding
fiscal year by the registrant's principal accountant for non-audit services
rendered to the registrant and any entity controlling, controlled by, or
under common control with the registrant that provides ongoing services to
the registrant were $18,250 and $19,000, respectively.
(h) All non-audit services rendered in (g) above were pre-approved by the
registrant's audit committee. Accordingly, these services were considered
by the registrant's audit committee in maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
The registrant has a standing audit committee. The members of the audit
committee are Russell E. Burke III, Frederick A. Parker, Jr. and Douglas Wu.
Item 6. Reserved
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies
Not applicable.
Item 8. Reserved
Item 9. Controls and Procedures
(a)(i) The Principal Executive Officer and Principal Financial Officer have
concluded that Bexil Corporation's disclosure controls and procedures provide
reasonable assurances that material information relating to Bexil Coporation is
made known to them by the appropriate persons, based on their evaluation of
these controls and procedures as of a date within 90 days of the filing date of
this report.
(a)(ii) There were no significant changes in Bexil Corporation's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced in (a)(i) above.
Item 10. Exhibits
(a) Code of Ethics for Principal Executive and Senior Financial Officers
attached hereto as Exhibit 99.CODE ETH.
(b) Certifications pursuant to Rule 30a-2 under the Investment Company Act of
1940(17 CFR 270.30a-2) attached hereto as Exhibit 99.CERT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Bexil Corporation
By: /s/ Thomas B. Winmill
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Thomas B. Winmill, President
Date: March 10, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Bexil Corporation
By: /s/ William G. Vohrer
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William G. Vohrer, Treasurer
Date: March 10, 2004