0000912057-95-007981.txt : 19950926
0000912057-95-007981.hdr.sgml : 19950926
ACCESSION NUMBER: 0000912057-95-007981
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 19951006
FILED AS OF DATE: 19950922
SROS: NASD
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: VALUE LINE INC
CENTRAL INDEX KEY: 0000717720
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 133139843
STATE OF INCORPORATION: NY
FISCAL YEAR END: 0430
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-11306
FILM NUMBER: 95575418
BUSINESS ADDRESS:
STREET 1: 220 E 42ND ST
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2129071500
DEF 14A
1
DEF 14A
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 Section 240.14a-11(c) or Section
240.14a-12
VALUE LINE, INC.
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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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
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2) Aggregate number of securities to which transaction applies:
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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:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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VALUE LINE, INC.
220 EAST 42ND STREET
NEW YORK, NEW YORK 10017
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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 the Stockholders of Value
Line, Inc. will be held on October 6, 1995, at 10:30 a.m. at the offices of Day,
Berry & Howard, 25th floor, CityPlace I, 185 Asylum Street, Hartford,
Connecticut for the following purposes:
1. To elect seven directors of Value Line, Inc.; and
2. To transact such other business as may properly come before the meeting
Stockholders of record at the close of business on September 14, 1995 will
be entitled to notice of and to vote at the meeting and any adjournments
thereof.
We urge you to vote on the business to come before the meeting by promptly
executing and returning the enclosed proxy in the envelope provided or by
casting your vote in person at the meeting.
By order of the Board of Directors.
HOWARD A. BRECHER,
SECRETARY
New York, New York
September 20, 1995
VALUE LINE, INC.
220 EAST 42ND STREET
NEW YORK, NEW YORK 10017
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ANNUAL MEETING OF STOCKHOLDERS--OCTOBER 6, 1995
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PROXY STATEMENT
The following information is furnished to each stockholder in connection
with the foregoing notice of the Annual Meeting of Stockholders of Value Line,
Inc. (the "Company") to be held on October 6, 1995. The enclosed proxy is for
use at the meeting and any adjournments thereof. This Proxy Statement and the
form of proxy are being mailed to stockholders on or about September 20, 1995.
The enclosed proxy is being solicited by and on behalf of the Board of
Directors of the Company. A proxy executed on the enclosed form may be revoked
by the stockholder at any time before the shares are voted. The shares
represented by all proxies which are received by the Company in proper form will
be voted as specified. If no specification is made in a proxy, the shares
represented thereby will be voted for the election of the Board's nominees as
Directors.
The expense in connection with the solicitation of proxies will be borne by
the Company.
Only holders of Common Stock of record at the close of business on September
14, 1995, will be entitled to vote at the meeting. On that date, there were
9,976,450 shares of Common Stock issued and outstanding, the holders of which
are entitled to one vote per share.
1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of August 17, 1995 as to
shares of the Company's Common Stock held by persons known to the Company to be
the beneficial owners of more than 5% of the Company's Common Stock.
Number of Shares
Name and Address Beneficially Percentage of Shares
of Beneficial Owner Owned Beneficially Owned(1)
------------------------------------ ----------------- ---------------------
Arnold Bernhard & Co., Inc.(1) 8,009,800 80.32%
220 East 42nd Street
New York, NY 10017
---------
(1) Jean Bernhard Buttner, Chairman of the Board, President and Chief Executive
Officer of the Company, owns a majority of the outstanding voting stock of
Arnold Bernhard & Co., Inc. and Arnold Van Hoven Bernhard, a Director of
the Company, owns the remainder.
The following table sets forth information as of August 17, 1995 with
respect to shares of the Company's Common Stock owned by each director of the
Company, by each executive officer listed in the Summary Compensation Table and
by all officers and directors as a group.
Number of Shares Percentage of
Name of Beneficially Shares Beneficially
Beneficial Owner Owned Owned
------------------------------------ ----------------- -------------------
Jean Bernhard Buttner 100(1) *
Arnold Van Hoven Bernhard 100(1) *
Harold Bernard, Jr. 181 *
Samuel Eisenstadt 0(1) *
William S. Kanaga 2,000 *
W. Scott Thomas 1,000 *
Howard A. Brecher 2,500(2) *
David T. Henigson 150(2) *
John Moore 100 *
Dean Tencic 0
All directors and executive officers
as a group (10 persons) 6,131(1)(3) *
---------
* Less than one percent
(1) Excludes 8,009,800 shares (80.32% of the outstanding shares) owned by Arnold
Bernhard & Co., Inc. Jean Bernhard Buttner owns a majority of the
outstanding voting stock of Arnold Bernhard & Co., Inc. and Arnold Van Hoven
Bernhard owns the remainder. All of the non-voting stock of Arnold Bernhard
& Co. Inc. is held by members of the Bernhard family and employees or former
employees of Arnold Bernhard & Co., Inc. or the Company.
(2) Purchasable within 60 days of August 17, 1995 upon the exercise of stock
options.
(3) Includes 2,650 shares purchasable within 60 days of August 17, 1995 upon the
exercise of stock options by Messrs. Brecher and Henigson.
2
ELECTION OF DIRECTORS
At the meeting, seven directors are to be elected, each to hold office until
the next Annual Meeting of Stockholders and until his or her successor has been
duly elected and qualified. The persons named in the enclosed proxy will vote
for the election of the nominees listed below.
During the fiscal year ended April 30, 1995, there were four meetings of the
Board of Directors. Each of the directors named below attended at least 75% of
the meetings held during the year.
The Board of Directors has established an Audit Committee presently
consisting of Jean Bernhard Buttner, Harold Bernard, Jr., William S. Kanaga and
W. Scott Thomas. The Committee held two meetings during the year ended April 30,
1995 to discuss audit and financial reporting matters with both management and
the Company's independent public accountants.
A director who is also an employee of the company receives no compensation
for his service on the Board in addition to that compensation which he receives
as an employee. A director who is not an employee of the Company is paid a
director's fee of $3,000 per year plus $1,750 for each Board meeting attended
and $2,500 for each meeting of the Audit Committee attended.
Information concerning the nominees for directors appears in the following
table. Except as otherwise indicated, each of the following has held an
executive position with the companies indicated for at least five years.
NOMINEE, AGE AS OF AUGUST 17, 1995 DIRECTOR
AND PRINICPAL OCCUPATION SINCE
---------------------------------------------------------------------------------- -----------
Jean Bernhard Buttner* (60). Chairman of the Board, President, and Chief Executive 1982
Officer of the Company and Arnold Bernhard & Co., Inc., since 1988. President and
Chief Operating Officer of each since 1985; Director of Arnold Bernhard & Co.,
Inc. Chairman and Director or Trustee of each of the Value Line Funds; Trustee,
Williams College, Radcliffe College.
Harold Bernard, Jr. (64). Administrative Law Judge, National Labor Relations 1982
Board. Director of Arnold Bernhard & Co., Inc. Judge Bernhard is the cousin of
Jean Bernhard Buttner and Arnold Van Hoven Bernhard.
Samuel Eisenstadt*. (73). Senior Vice President and Research Chairman of the 1982
Company.
William S. Kanaga* (70). Retired Chairman of Arthur Young (now Ernst & Young, 1986
accounting firm). Director of McDonnell Douglas Corporation (aerospace), Center
for International Private Enterprise, The Business Council of the United Nations,
United Way International and member of advisory councils of Mercy Ships, Inc. and
the Consortium of Christian Colleges.
W. Scott Thomas (45). Partner, Brobeck, Phleger & Harrison, attorneys. 1986
Howard A. Brecher* (41). Secretary of the Company since 1992; Secretary and 1992
General Counsel of Arnold Bernhard & Co., Inc. since 1991 and Director since 1992;
Attorney with New York Telephone Company, 1984 to 1991.
David T. Henigson* (37). Vice President of the Company since 1992, Treasurer of 1992
the Company since 1994, Director of Compliance and Internal Audit of the Company
since 1988; Vice President of each of the Value Line Funds since 1992.
---------
* Members of the Executive Committee.
3
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------------------
Awards
------------------------
Annual Compensation Restricted
------------------------ Stock Options All Other
Name and Fiscal (a) Award(s) Granted Compensation (b)
Principal Position Year Salary ($) Bonus ($) ($) (#) ($)
----------------------- ----- ----------- ----------- ----------- ----------- -----------------
Jean B. Buttner 1995 641,250 450,000 -- -- 14,220
Chairman of the Board 1994 315,000 500,000 -- -- 18,350
and Chief Executive 1993 315,000 250,000 -- -- 18,350
Officer
Samuel Eisenstadt 1995 100,000 125,000 -- -- 12,000
Senior Vice President 1994 100,000 150,000 -- -- 15,000
and Research Chairman 1993 100,000 150,000 -- -- 15,000
John Moore 1995 150,000 62,500 -- -- 16,500
Senior Portfolio 1994 100,000 100,000 -- -- 15,000
Manager 1993 100,000 60,304 -- -- 15,000
David T. Henigson 1995 98,400 100,000 -- -- 11,808
Vice President 1994 98,400 80,000 -- -- 14,760
1993 98,400 60,000 -- -- 14,760
Dean Tencic 1995 92,645 70,000 -- -- 11,115
Director, Information 1994 78,000 40,000 -- -- 11,700
Technology 1993 60,845 5,000 -- -- 8,377
---------
(a) A portion of the bonuses are contingent upon future employment.
(b) Employees of the Company are members of the Profit Sharing and Savings Plan
(the "Plan"). The Plan provides for a defined annual contribution which is
determined by a formula based upon the salaries of eligible employees and
the amount of consolidated net operating income as defined in the Plan. The
Company's contribution expense was $968,000 for the year ended April 30,
1995. Each employee's interest in the Plan is invested in such proportions
as the employee may elect in shares of one or more of the mutual funds for
which the Company acts as investment adviser. Distributions under the Plan
vest in accordance with a schedule based upon the employee's length of
service and are payable upon the employee's retirement, death, disability,
or termination of employment.
4
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth the number of shares acquired by any of the
named persons upon exercise of stock options in fiscal 1995, the value realized
through the exercise of such options, and the number of unexercised options held
by such person, including both those which are presently exercisable, and those
which are not presently exercisable.
Value of Unexercised
Number of In-the-Money Options at April
Unexercised Options
at April 30, 1995 30, 1995
Shares Acquired ---------------------------- ------------------------------
Upon Option Value Not Not
Name Exercise Realized Exercisable Exercisable Exercisable Exercisable (1)
------------------ ----------------- ------------- ------------- ------------- ------------- ---------------
David T. Henigson -- -- 1,250 -- 15,313 --
Howard A. Brecher -- -- 2,500 2,500 -- --
---------
(1) Market value of underlying securities at exercise date or year-end, as the
case may be, minus the exercise price.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Arnold Bernhard & Co., Inc. utilizes the services of officers and employees
of the Company to the extent necessary to conduct its business. The Company and
Arnold Bernhard & Co., Inc., allocate costs for office space, equipment and
supplies and support staff pursuant to a servicing and reimbursement
arrangement. During the year ended April 30, 1995, the company was reimbursed
$414,000 for such expenses. In addition, a tax-sharing arrangement allocates the
tax liabilities of the two companies between them. The Company pays to Arnold
Bernard & Co., Inc. an amount equal to the Company's liability as if it filed
separate tax returns.
COMPENSATION COMMITTEE REPORT
The goals of the Company's executive compensation program are to enable the
Company to attract and retain top quality executives, to promote improved
corporate performance and to reward executives who contribute to the long-term
success of the Company. The following guidelines have been established to carry
out this policy:
(a) Base salaries should be maintained at levels consistent with competitive
market compensation practices; and
(b) A portion of the executive compensation should be incentive-based, i.e.,
tied to the performance of the Company and the individual.
The Company's compensation program is comprised of two main components: Base
Salary and Incentive Compensation.
5
BASE SALARY
Base salaries for the Company's executives are reviewed annually taking into
account the level of salary offered by companies of comparable size engaged in
the business of publishing or investment management. The Committee believes that
the base salary levels as established are reasonable and necessary to attract
and retain key employees.
ANNUAL INCENTIVE COMPENSATION PLAN
Bonus payments are awarded to executive officers based upon Company
performance and the individual's achievement of goals and objectives. The
earnings performance of the Company and achievement of individual goals and
objectives are given approximately equal weighting in determining bonuses paid
to all executive officers.
OTHER COMPENSATION
The Compensation Committee is exploring alternative long-term incentive
compensation programs for possible future use.
CHIEF EXECUTIVE OFFICER COMPENSATION FOR FISCAL 1995
Jean B. Buttner's base salary in fiscal 1995 was increased from that paid in
fiscal 1994 because for a number of years it was far below average for
investment management Chief Executive Officers. Mrs. Buttner was awarded a bonus
under the Company's Annual Incentive Compensation Plan for fiscal 1995 of
$450,000. In establishing this bonus, consideration was given to a number of her
significant achievements during the fiscal year, notably the introduction of The
Value Line No-Load Fund Advisor, The Value Line Investment Survey -- Expanded
Edition, and a well considered tax-savings strategy with regard to the Company's
securities portfolio.
Also, the Company has two substantial lines of business that contribute to
the bottom line, whereas most of its competitors have a single line of business,
and an average market capitalization ratio to average sales of 1.7 to 1; the
Company's ratio is 4 to 1. The average total compensation for CEOs of these
companies is between $849,000 and $1,222,045. In consideration of the Company's
dual lines of business, CEO compensation might best be compared with the sum of
average CEO compensation in the investment management and publishing industries
although at this time Mrs. Buttner's compensation approximates only the average
of the amounts paid in these two industries.
COMPENSATION COMMITTEE
Jean B. Buttner
Chairman
David T. Henigson
Howard A. Brecher
6
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
1990 1991 1992 1993 1994 1995
Value Line, Inc. $100.00 $117.75 $164.71 $149.36 $176.90 $149.81
Russell 2000 Index $100.00 $110.11 $128.91 $149.23 $171.35 $185.48
Peer Group $100.00 $112.57 $131.25 $148.56 $163.01 $164.40
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.
Source: Value Line, Inc.
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
Stockholder proposals intended for presentation at the Annual Meeting of
Stockholders to be held in October 1996 must be received by the Company for
inclusion in its proxy statement and form of proxy relating to that meeting no
later than May 15, 1996.
GENERAL
The Board of Directors is not aware of any business to come before the
meeting other than that set forth in the Notice of Annual Meeting of
Stockholders. However, if any other business is properly brought before the
meeting, it is the intention of the persons named in the enclosed proxy to vote
such proxy in accordance with their best judgment.
The Company is mailing its Annual Report for the year ended April 30, 1995
to Stockholders together with this Proxy Statement.
7
VALUE LINE, INC.
220 EAST 42ND STREET
NEW YORK, NY 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
The undersigned hereby authorizes and directs Howard A. Brecher and David
R T. Henigson and each of them, with full power of substitution, to vote the
stock of the undersigned at the Annual Meeting of Stockholders of VALUE
O LINE, INC. on Friday, October 6, 1995, or at any adjournments thereof as
hereinafter specified and, in their discretion, to vote according to their
X best judgment upon such other matters as may properly come before the
meeting or any adjournments thereof.
Y
(CONTINUED ON REVERSE SIDE)
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREON. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES.
1. ELECTION OF NOMINEES AS DIRECTORS:
H. BERNARD, JR., J. BUTTNER, S. EISENSTADT, W. KANAGA, W.S. THOMAS,
H.A. BRECHER AND D.T. HENIGSON
FOR all nominees WITHHOLD
listed above (except AUTHORITY
as marked to the to vote for all
contrary.) nominees listed above.
/ / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
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Please sign exactly as your name appears to the left. When signing as Trustee,
Executor, Administrator, or Officer of a corporation give title as such.
Dated: , 1995
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Signature
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Signature, if owned jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
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