SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[X] Filed by the Registrant
[ ] 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 Rule 14a-11(c) or Rule 14a-12
VALUE LINE, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
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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 is determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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VALUE LINE, INC.
220 EAST 42ND STREET
NEW YORK, NEW YORK 10017
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of the Shareholders of Value
Line, Inc. (the "Company") will be held on October 10, 2002, at 9:30 a.m. at the
New York Helmsley Hotel, Turtle Bay Room, 212 East 42nd Street, 3rd Floor, New
York, NY 10017 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.
Shareholders of record at the close of business on September 13, 2002
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,
Vice President and Secretary
New York, New York
September 20, 2002
VALUE LINE, INC.
220 EAST 42ND STREET
NEW YORK, NEW YORK 10017
ANNUAL MEETING OF SHAREHOLDERS--OCTOBER 10, 2002
PROXY STATEMENT
The following information is furnished to each shareholder in connection
with the foregoing Notice of Annual Meeting of Shareholders of Value Line, Inc.
(the "Company") to be held on October 10, 2002. 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 shareholders on or about September 20, 2002.
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 shareholder at any time before the shares are voted by delivering written
notice of revocation to the Secretary of the Company, by executing a later dated
proxy or by attending the meeting and voting in person. 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 13, 2002 will be entitled to vote at the meeting. On that date, there
were 9,980,125 shares of Common Stock issued and outstanding, the holders of
which are entitled to one vote per share.
Under the New York Business Corporation Law (the "BCL") and the Company's
By-Laws, the presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote on a particular matter
is necessary to constitute a quorum of shareholders to take action at the Annual
Meeting with respect to such matter. For these purposes, shares which are
present, or represented by a proxy, at the Annual Meeting will be counted for
quorum purposes regardless of whether the holder of the shares or proxy fails to
vote on any particular matter or whether a broker with discretionary authority
fails to exercise its discretionary voting authority with respect to any
particular matter. Once a quorum of the shareholders is established, under the
BCL and the Company's By-Laws, the nominees standing for election as directors
will be elected by a plurality of the votes cast and each other matter will be
decided by a majority of the votes cast on the matter, except as otherwise
provided by law or the Company's Certificate of Incorporation or By-Laws. For
voting purposes (as opposed to for purposes of establishing a quorum)
abstentions and broker non-votes will not be counted in determining whether the
nominees standing for election as directors have been elected and whether each
other matter has been approved.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September 13, 2002 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 PERCENTAGE OF SHARES
NAME AND ADDRESS BENEFICIALLY BENEFICIALLY
OF BENEFICIAL OWNER OWNED OWNED(1)
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Arnold Bernhard & Co., Inc.(1)
220 East 42nd Street
New York, NY 10017 8,609,403 86.27%
(1) Jean Bernhard Buttner, Chairman of the Board, President and Chief Executive
Officer of the Company, owns all of the outstanding voting stock of Arnold
Bernhard & Co., Inc.
The following table sets forth information as of July 31, 2002 with respect
to shares of the Company's Common Stock owned by each nominee for director of
the Company, by each executive officer listed in the Summary Compensation Table
and by all executive officers and directors as a group.
NUMBER OF SHARES PERCENTAGE OF
NAME OF BENEFICIALLY SHARES
BENEFICIAL OWNER OWNED BENEFICIALLY OWNED
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Jean Bernhard Buttner 100(1) *
Harold Bernard, Jr. 441 *
Howard A. Brecher 1,800(2) *
Samuel Eisenstadt 100 *
David T. Henigson 150 *
Herbert Pardes 100 *
Marion N. Ruth 200 *
All directors and executive officers
as a group (7 persons) 2,891(1)(2) *
* Less than one percent
(1) Excludes 8,609,403 shares (86.27% of the outstanding shares) owned by
Arnold Bernhard & Co., Inc.
(2) Includes 1,475 shares purchasable within 60 days of July 31, 2002 upon the
exercise of stock options by Mr. Brecher.
ELECTION OF DIRECTORS
At the meeting, seven directors are to be elected. If no contrary
indication is made, the persons named in the enclosed proxy will vote for the
election of the nominees listed below. If any nominee shall become unavailable
for reasons presently unknown, the proxy will be voted for the election of the
other nominees named herein and may be voted for the election of a substitute
nominee.
During the fiscal year ended April 30, 2002, there were four meetings of
the Board of Directors. Each director attended at least 75% of the meetings held
during the year of the Board of Directors and of each committee on which he or
she served.
The Board of Directors has established an Audit Committee which consists of
Harold Bernard, Jr., Herbert Pardes, M.D. and Marion N. Ruth. The Committee held
two meetings during the year ended April 30, 2002 to discuss audit and financial
reporting matters with both management and the Company's independent public
accountants. The Board of Directors has also established a Compensation
Committee consisting of Marion N. Ruth, Howard A. Brecher and David T. Henigson.
The Committee held two meetings following the close of the 2002 fiscal year to
discuss the compensation of the chief executive officer. The Company does not
have a standing nominating committee.
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. For fiscal 2002, a director who was not an employee of the
Company was paid a director's fee of $3,000 per year plus $1,750 for each Board
meeting attended and $2,500 for each Audit Committee meeting 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 SEPTEMBER 13, 2002 DIRECTOR
AND PRINCIPAL OCCUPATION SINCE
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Jean Bernhard Buttner* (67). Chairman of the Board, President, and Chief Executive and Operating Officer of
the Company and Arnold Bernhard & Co., Inc.; Chairman of the Board and President and Director or Trustee of
each of the 15 Value Line Funds; Trustee, Skidmore College. 1982
Harold Bernard, Jr. (71). Attorney-at-law. Retired Administrative Law Judge, National Labor Relations Board.
Director of Arnold Bernhard & Co., Inc. Judge Bernard is a cousin of Jean Bernhard Buttner. 1982
Samuel Eisenstadt (80). Senior Vice President and Research Chairman of the Company. 1982
Howard A. Brecher* (48). Vice President of the Company since 1996 and Secretary since 1992; Secretary,
Treasurer and General Counsel of Arnold Bernhard & Co., Inc. since 1991, Director since 1992 and Vice
President since 1994. 1992
David T. Henigson* (45). Vice President of the Company since 1992 and Treasurer since 1994; Director of
Compliance and Internal Audit of the Company since 1988; Vice President of each of the 15 Value Line Funds
since 1992 and Secretary and Treasurer since 1994; Vice President and Director of Arnold Bernhard & Co., Inc.
since 1992. 1992
Herbert Pardes, M.D. (68). President and CEO of New York-Presbyterian Hospital since 2000; Vice President for
Health Sciences and Dean of the Faculty of Medicine at the College of Physicians & Surgeons of Columbia
University (1989-2000). 2000
Marion N. Ruth (67). Real Estate Executive. President, Ruth Realty (real estate broker). Director or Trustee
of each of the 15 Value Line Funds. 2000
* Member of the Executive Committee.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation for
services in all capacities to the Company for the fiscal years ended April 30,
2002, 2001 and 2000 of the chief executive officer of the Company and each of
the other executive officers of the Company who were serving at April 30, 2002.
The Company has four executive officers.
LONG-TERN
COMPENSATION
--------------------
AWARDS
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ANNUAL COMPENSATION
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RESTRICTED ALL OTHER
STOCK OPTIONS COMPENSATION
NAME AND FISCAL AWARD(S) GRANTED (B)
PRINCIPAL POSITION YEAR SALARY ($) BONUS (a)($) ($) (#) ($)
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Jean B. Buttner 2002 881,667 -- -- -- 17,916
Chairman of the Board and 2001 853,092 900,000 -- -- 18,311
Chief Executive Officer 2000 826,807 900,000 -- -- 20,944
Samuel Eisenstadt 2002 136,250 120,000 -- -- 13,469
Senior Vice President and 2001 128,750 120,000 -- -- 15,450
Research Chairman 2000 125,000 120,000 -- -- 17,500
David T. Henigson 2002 100,000 395,000 -- -- 10,000
Vice President 2001 100,000 375,000 -- -- 12,000
2000 100,000 300,000 -- -- 14,000
Howard A. Brecher 2002 50,000 325,000 -- -- 5,000
Vice President 2001 50,000 295,000 -- -- 6,000
2000 50,000 250,000 -- -- 7,000
(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 discretionary annual contribution out
of net operating income which is (subject to legal limitations)
proportionate to the salaries of eligible employees. The Company's
contribution expense was $1,171,000 for the year ended April 30, 2002. 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 available
under the Plan 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 request at the time
of the employee's retirement, death, total disability, or termination of
employment.
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 2002, 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.
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT APRIL 30, 2002 APRIL 30, 2002 (1)
----------------------- ------------------------
SHARES ACQUIRED VALUE
UPON OPTION REALIZED NOT NOT
NAME EXERCISE (1) EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
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Howard A. Brecher 1,200 $14,400 1,475 -- $17,700 --
(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 staff pursuant to a servicing and reimbursement
arrangement. During the year ended April 30, 2002, the Company was reimbursed
$539,000 for such expenses. In addition, a tax-sharing arrangement allocates the
tax liabilities of the two companies between them. The Company pays to Arnold
Bernhard & Co., Inc. an amount equal to the Company's liability as if it filed
separate tax returns.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is comprised of the three
independent directors named below. The Committee has adopted a written charter
which has been approved by the Board of Directors of the Company. The Committee
has reviewed and discussed Value Line's audited financial statements with
management. The Committee has discussed with Horowitz & Ullmann, P.C., the
Company's independent auditors, the matters required to be discussed by SAS 61
(Communication with Audit Committee). The Committee has received the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees). The Committee has discussed
with Horowitz & Ullmann, P.C. its independence and has considered whether the
provision by Horowitz & Ullman, P.C. of non-audit services is compatible with
maintaining its independence.
Based on the review and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements
certified by Horowitz & Ullmann, P.C. be included in the Company's Annual Report
on Form 10-K for the fiscal year ended April 30, 2002 for filing with the
Securities and Exchange Commission.
Harold Bernard, Jr.
Herbert Pardes, M.D.
Marion N. Ruth
AUDIT AND NON-AUDIT FEES
For the fiscal year ended April 30, 2002, fees for services provided by
Horowitz & Ullmann, P.C., were as follows:
Audit services $113,770
Financial information systems design and implementation 0
All other (including tax consulting) 100,515
COMPENSATION COMMITTEE REPORT
The Company's executive compensation program is intended to enable the
Company to attract and retain capable and experienced executives, to promote
successful divisional and corporate performance and to compensate appropriately
executives who contribute to the operations and long-term profitability of the
Company. The following guidelines have been established to carry out this
policy:
(a) Base salaries and bonuses should be maintained at levels consistent
with competitive market compensation; and
(b) A portion of the executive compensation should reflect the performance
of the Company and the individual.
The Company's compensation program is comprised of two main components:
Base Salary and Incentive Compensation (Bonus).
BASE SALARY
Base salaries for the Company's executives take into account the amounts
paid by companies of comparable size engaged in the business of publishing or
investment management, as applicable. The Committee believes that the base
salary levels as established are reasonable and competitive and necessary to
attract and retain key employees.
ANNUAL INCENTIVE COMPENSATION PLAN
Bonus payments are awarded to executives based upon competitive conditions,
individual performance and the success of the Company. The performance of the
Company and its departments and attainment of individual goals and objectives
are given approximately equal weighting in determining bonuses paid to executive
officers. Inflexible numerical performance targets are not relied upon because
the Company considers it essential to take into account a full range of criteria
important to the Company's long-term strategies.
CHIEF EXECUTIVE OFFICER COMPENSATION FOR FISCAL 2002
Jean B. Buttner's base salary in fiscal 2002 was increased from that paid
in fiscal 2001 on the basis of the general cost-of-living percentage increase
awarded to Company personnel. In reviewing the Chief Executive Officer's
performance during the past year, the Compensation Committee took note of
several important achievements. New subscription orders during the year ended
April 30, 2002, rose 14% over the prior year. The increase reflected the pace of
introduction of new and enhanced products, in addition to well-designed and
carefully targeted advertising programs. Total circulation of the Company's
investment periodicals and related publications as of April 30, 2002, was 16%
above the year-earlier level, representing a high of recent years.
While fees for management of the Value Line Mutual Funds were reduced as a
consequence of the continuing severe stock market decline, resulting in a lower
level of assets under management, nearly all the Value Line Funds outperformed
the equity market indexes and a number of them received public recognition for
their records. The Company's mutual funds recorded fewer investor defections
than most of the industry, and have retained a strong client base that should be
profitable when the markets eventually recover.
During the fiscal year, Value Line stock produced a total return to
shareholders of 20%.
Finally the Committee noted Mrs. Buttner's contributions to the management
of the Company's operating reserves. During fiscal 2002, the Company
aggressively pursued a strategy of realizing securities losses in order to take
advantage of the available tax deductions for the losses, saving over $3 million
in taxes. The Chief Executive implemented this benefical strategy to increase
cash even though it reduced reportable earnings. Earnings would have shown an
increase of 5% if adjusted for this tax saving strategy.
The Company's consultants, Pearl Meyer & Partners, Inc., did a statistical
analysis of both Mrs. Buttner's salary and the financial performance of the
Company in comparison with performance and compensation at a peer group of other
corporations in the publishing and investment management industries developed by
the consultants and listed on page 9. Pearl Meyer observed that although Value
Line was one of the smallest companies in the peer group, its return on sales
and total shareholder return were impressive and would indicate a bonus for the
chief executive officer.
Despite her impressive achievements as Chief Executive, Mrs. Buttner
requested that no bonus be paid to her this year in view of the challenges
created for the Company by the continuing bear market. The Committee thought it
inappropriate to further pursue consideration of a bonus following this request.
In light of this decision, the Pearl Meyer firm commented that the CEO's
compensation must be considered modest, ranking at the 40th percentile of cash
compensation. When stock option compensation awarded to many of the CEO's of the
peer group companies -- but not awarded by Value Line to its CEO, because of her
already substantial ownership interest in the Company's parent corporation -- is
taken into account, Mrs. Buttner's compensation this year ranks at only the 20th
percentile among the peer group. Accordingly, the consultants determined that
Mrs. Buttner's compensation is below the prevailing level in terms of that
offered at the peer companies.
COMPENSATION COMMITTEE
Marion N. Ruth
Howard A. Brecher
David T. Henigson
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The names of the members of the Compensation Committee during the fiscal
year ended April 30, 2002 are set forth above. During such fiscal year, each of
Howard A. Brecher and David T. Henigson served as an officer and director of the
Company and each of its subsidiaries. Each of such individuals also served as an
officer and director of Arnold Bernhard & Co., Inc. Marion N. Ruth served as a
director of the Company and as a director or trustee of each of the 15 Value
Line Mutual Funds. Certain relationships between the Company and Arnold Bernhard
& Co., Inc. are described above under "Certain Relationships and Related
Transactions."
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Value Line, Inc., Russell 2000 Index And Peer Group
(Performance Results Through 4/30/02)
[GRAPHIC]
1997 1998 1999 2000 2001 2002
Value Line, Inc. $100.00 $138.60 $117.22 $113.52 $133.31 $161.85
Russell 2000 Index $100.00 $142.02 $128.37 $150.15 $142.07 $149.50
Peer Group $100.00 $156.15 $156.30 $213.38 $295.80 $344.75
Assumes $100 invested at the close of trading 4/30/97 in Value Line, Inc. Common
Stock, Russell 2000 Index, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
(1) The Peer Group is comprised of the following companies:
Atalanta Sosnoff Capital Corp.
Courier Corp.
Eaton Vance Corp.
Federated Investors Inc.
Hoenig Group, Inc.
John Nuveen Co.
John Wiley & Sons, Inc.
Lee Enterprises, Inc.
Thomas Nelson Inc.
Waddell & Reed Financial Inc.
The Peer Group that was used in the Comparison of Five-Year Cumulative
Total Return table in the Proxy Statement for the Company's 2001 Annual
Meeting of Shareholders included Hungry Minds, Inc. and did not include
John Wiley & Sons, Inc. Hungry Minds, Inc. was acquired in a tender offer
during 2001 and its common stock ceased to be publicly traded. John Wiley &
Sons, Inc. was substituted for Hungry Minds, Inc. by the Company's
compensation consultant, Pearl Meyer & Partners, Inc. and the Peer Group
performance for the entire five-year period was recomputed to include John
Wiley & Sons, Inc. for the entire period.
(2) The Company believes that its total return is impaired as a result of the
relatively small float of public shares outstanding. The modest number of
shares held by the public has resulted in generally small daily volumes of
share trading. Accordingly, potential investors may be reluctant to buy the
shares, concerned that they would be difficult to sell in large quantities
since daily trading volumes are small.
The Compensation Committee Report, the Report of the Audit Committee and
the Comparative Five-Year Total Returns graph shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to Regulation 14A or 14C of the Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or to the liabilities of Section 18 of the
Exchange Act.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The independent certified public accountants selected by the Board of
Directors to audit the Company's books and records for the 2003 fiscal year are
the firm of Horowitz & Ullmann, P.C., which firm also audited the Company's
books and records for the fiscal year ended April 30, 2002. It is expected that
a representative of Horowitz & Ullmann, P.C. will be present at the Annual
Meeting. The representative of Horowitz & Ullmann, P.C. will have an opportunity
to make a statement if he desires to do so and will be available to respond to
appropriate shareholder questions.
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
Shareholder proposals intended for presentation at the next Annual Meeting
of Shareholders must be received by the Company for inclusion in its proxy
statement and form of proxy relating to that meeting no later than May 23, 2003.
The Company's By-Laws contain other procedures for proposals to be properly
brought before an annual meeting of shareholders. To be timely, a shareholder
must have given written notice of a proposal to the Chairman of the Board of
Directors with a copy to the Secretary and such notice must be received at the
principal executive offices of the Company not less than thirty nor more than
sixty days prior to the scheduled annual meeting; provided, however, that if
less than forty days' notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by the shareholder to be
timely must be so received not later than the close of business on the tenth day
following the earlier of the day on which such notice of the date of the
scheduled annual meeting was mailed or the day on which such public disclosure
was made. Such shareholder's notice shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the proposal desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Company's books, of the shareholder proposing such
business, (iii) the class and number of shares which are beneficially owned by
the shareholder on the date of such shareholder notice and (iv) any material
interest of the shareholder in such proposal.
FORM 10-K ANNUAL REPORT
ANY SHAREHOLDER WHO DESIRES A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED APRIL 30, 2002 FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION MAY OBTAIN A COPY (EXCLUDING EXHIBITS) WITHOUT CHARGE BY
ADDRESSING A REQUEST TO THE SECRETARY OF THE COMPANY AT 220 EAST 42ND STREET,
NEW YORK, NEW YORK 10017. EXHIBITS MAY ALSO BE REQUESTED, AT A CHARGE EQUAL TO
THE REPRODUCTION AND MAILING COSTS.
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
Shareholders. However, if any other business is properly brought before the
meeting, it is the intention of the persons directed to vote the shareholders'
stock to vote such stock in accordance with their best judgment.
The Company is mailing its Annual Report for the fiscal year ended April
30, 2002 to shareholders together with this Proxy Statement.
P
R VALUE LINE, INC.
O 220 EAST 42ND STREET
X NEW YORK, NY 10017
Y THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes and directs Howard A. Brecher and
David 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
LINE, INC. on Thursday, October 10, 2002, or at any adjournments thereof as
hereinafter specified and, in their discretion, to vote according to their
best judgment upon such other matters as may properly come before the meeting
or any adjournments thereof.
(CONTINUED ON REVERSE SIDE)
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THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY THE PLEASE MARK
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, YOUR VOTES AS /X/
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF NOMINEES INDICATED IN
AS DIRECTORS. THIS EXAMPLE
ELECTION OF NOMINEES AS DIRECTORS: 01 H. Bernard, Jr., 02 H.A. Brecher, 03 J. Buttner, 04 S. Eisenstadt, 05 D.T. Henigson,
06 H.Pardes and 07 M.N. Ruth
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's
listed to the right AUTHORITY name on the space provided below)
(except as marked to vote for all
to the contrary.) nominees listed ______________________________________________________________________________
to the right
/ / / /
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:________________________________________________, 2002
_____________________________________________________________
Signature
_____________________________________________________________
Signature if owned jointly
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
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