<PAGE>
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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $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:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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<PAGE>
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 18, 1996, at 8:30 a.m. at the
offices of Shaw, Pittman, Potts & Trowbridge, 2300 N Street, N.W., Washington,
D.C. 20037 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 12, 1996 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 30, 1996
<PAGE>
VALUE LINE, INC.
220 EAST 42ND STREET
NEW YORK, NEW YORK 10017
--------------
ANNUAL MEETING OF SHAREHOLDERS--OCTOBER 18, 1996
--------------
PROXY STATEMENT
The following information is furnished to each shareholder in connection
with the foregoing notice of the Annual Meeting of Shareholders of Value Line,
Inc. (the "Company") to be held on October 18, 1996. 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 30, 1996.
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
12, 1996 will be entitled to vote at the meeting. On that date, there were
9,976,975 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.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of August 17, 1996 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.
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Percentage of Shares
of Beneficial Owner Owned Beneficially Owned(1)
- ----------------------------------- ----------------- -----------------------
<S> <C> <C>
Arnold Bernhard & Co., Inc.(1) 8,009,800 80.28%
220 East 42nd Street
New York, NY 10017
<FN>
- ---------
(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. Her brother, Arnold Van Hoven Bernhard, owns
the remainder.
</TABLE>
The following table sets forth information as of June 28, 1996 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
executive officers and directors as a group.
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name of Beneficially Shares Beneficially
Beneficial Owner Owned Owned
- ------------------------------------ ----------------- -------------------
<S> <C> <C>
Jean Bernhard Buttner 100(1) *
Harold Bernard, Jr. 185 *
Samuel Eisenstadt 0(1) *
William S. Kanaga 2,000 *
W. Scott Thomas 1,000 *
Howard A. Brecher 3,450(2) *
David T. Henigson 150(2) *
All directors and executive officers
as a group (7 persons) 6,885(1)(3) *
<FN>
- ---------
</TABLE>
* Less than one percent
(1) Excludes 8,009,800 shares (80.28% 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. 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, including Mr. Eisenstadt who owns 12,000 shares
(approximately .8%).
(2) Mr. Brecher's shares include 3,225 and Mr. Henigson's shares include 150
purchasable within 60 days of June 28, 1996 upon the exercise of stock
options.
(3) Includes 3,375 shares purchasable within 60 days of June 28, 1996 upon the
exercise of stock options by Messrs. Brecher and Henigson.
2
<PAGE>
ELECTION OF DIRECTORS
At the meeting, seven directors are to be elected, each to hold office until
the next Annual Meeting of Shareholders and until his or her successor has been
duly elected and qualified. If no contrary indication is made, the persons named
in the enclosed proxy will vote for the election of the nominees listed below.
If for any reason any nominee named is not a candidate (which is not expected)
when the election occurs, the proxies in the enclosed form 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, 1996, there were five meetings of the
Board of Directors. Each of the directors named below 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 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,
1996 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 Jean Bernhard Buttner, Howard
A. Brecher and David T. Henigson. 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. 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.
<TABLE>
<CAPTION>
NOMINEE, AGE AS OF AUGUST 10, 1996 DIRECTOR
AND PRINCIPAL OCCUPATION SINCE
- ---------------------------------------------------------------------------------- -----------
<S> <C>
Jean Bernhard Buttner* (61). 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 16 Value Line Funds; Trustee,
Williams College, Radcliffe College.
Harold Bernard, Jr. (65). Administrative Law Judge, National Labor Relations 1982
Board. Director of Arnold Bernhard & Co., Inc. Judge Bernard is the cousin of Jean
Bernhard Buttner.
Samuel Eisenstadt* (74). Senior Vice President and Research Chairman of the 1982
Company.
William S. Kanaga* (71). Retired Chairman of Arthur Young (now Ernst & Young, 1986
accounting firm). Director of McDonnell Douglas Corporation (aerospace), The
Business Council of the United Nations, United Way International and member of
advisory council of Mercy Ships, Inc.
W. Scott Thomas (46). Partner, Brobeck, Phleger & Harrison, attorneys. 1986
Howard A. Brecher* (42). Vice President of the Company since 1996 and Secretary 1992
since 1992; Vice President, Secretary and General Counsel of Arnold Bernhard &
Co., Inc. since 1991 and Director since 1992.
David T. Henigson* (39). Vice President of the Company since 1992 and Treasurer 1992
since 1994; Director of Compliance and Internal Audit of the Company since 1988;
Vice President of each of the 16 Value Line Funds since 1992 and Secretary and
Treasurer since 1994; Vice President of Arnold Bernhard & Co., Inc. since 1994 and
Director since 1992.
<FN>
- ---------
</TABLE>
* Members of the Executive Committee.
3
<PAGE>
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,
1996, 1995 and 1994 of the chief executive officer of the Company and each of
the other executive officers of the Company who were serving at April 30, 1996.
The Company has only four executive officers.
<TABLE>
<CAPTION>
Long-Term
Compensation
------------------------
Awards
------------------------
Restricted
Annual Compensation Stock Options All Other
Name and Fiscal -------------------------- Award(s) Granted Compensation (b)
Principal Position Year Salary ($) Bonus (a)($) ($) (#) ($)
- -------------------------- ----------- ----------- ------------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Jean B. Buttner 1996 766,875 500,000 -- -- 17,775
Chairman of the Board and 1995 641,250 450,000 -- -- 14,220
Chief Executive Officer 1994 315,000 500,000 -- -- 18,350
Samuel Eisenstadt 1996 100,000 100,000 -- -- 15,000
Senior Vice President and 1995 100,000 100,000 -- -- 12,000
Research Chairman 1994 100,000 150,000 -- -- 15,000
David T. Henigson 1996 98,400 150,000 -- -- 14,760
Vice President 1995 98,400 100,000 -- -- 11,808
1994 98,400 80,000 -- -- 14,760
Howard A. Brecher 1996 60,000 100,000 -- -- 9,000
Vice President 1995 70,000 55,000 -- -- 8,400
1994 70,000 40,000 -- -- 10,500
<FN>
- ----------
(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 $1,331,000 for the year ended April 30,
1996. 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, total
disability, or termination of employment.
</TABLE>
4
<PAGE>
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 1996, 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.
<TABLE>
<CAPTION>
Number of
Unexercised Options Value of Unexercised
at April 30, 1996 In-the-Money Options at April
Shares Acquired ---------------------------- 30, 1996 (1)
Upon Option Value Not ------------------------------
Name Exercise Realized (1) Exercisable Exercisable Exercisable Not Exercisable
- ------------------ ----------------- ------------- ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Howard A. Brecher 525 $ 1,995 3,225 1,250 $ 4,031 $ 1,563
David T. Henigson 1,100 $ 13,475 150 -- $ 2,025 --
<FN>
- ---------
(1) Market value of underlying securities at exercise date or year-end, as the
case may be, minus the exercise price.
</TABLE>
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, 1996, the Company was reimbursed
$438,000 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 (Bonus).
5
<PAGE>
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, as applicable. 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.
CHIEF EXECUTIVE OFFICER COMPENSATION FOR FISCAL 1996
Jean B. Buttner's base salary in fiscal 1996 was increased from that paid in
fiscal 1995 on the basis of a general cost-of-living increase. The base salary
had been adjusted substantially in fiscal 1995 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 1996 of $500,000. In establishing this bonus, consideration was
given to a number of her significant achievements during the fiscal year,
notably the strong performance of the Standard and Expanded Editions of The
Value Line Investment Survey and the introduction of the Condensed Edition, as
well as the fact that net earnings, sales, operating income and investment
income all set new record highs for the Company in fiscal 1996.
The Company has two substantial lines of business, whereas most of its
competitors have a single line of business. The average total compensation for
CEOs of these companies is between $947,178 and $1,283,111. In consideration of
the Company's dual lines of business, the Committee looked at CEO compensation
in both the investment management and publishing industries. Compensation in
investment management was deemed more relevant in determining compensation for
the CEO position.
At the request of the Compensation Committee, Watson Wyatt & Company
conducted a study of Mrs. Buttner's fiscal 1996 compensation. The study included
a comparative analysis of both Mrs. Buttner's compensation package and the
financial performance of the Company.
Watson Wyatt & Company observed in its report that an examination of stock
price appreciation plus dividends was not an accurate barometer of effective
management of the Company given that the Company is 80% privately held and the
stock is extremely thinly traded. Its report stated that net income or
profitability is a more "pure" number for such purpose.
6
<PAGE>
The report indicated that based on Watson Wyatt & Company's surveyed data,
Mrs. Buttner's compensation for fiscal 1996 fell between the median and the 75th
percentile of such data. It concluded that given the superior financial
performance of the Company for fiscal 1996, the corresponding above survey
median compensation package is not only reasonable but also appropriate and
competitive.
COMPENSATION COMMITTEE
Jean B. Buttner
Chairman
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, 1996 are set forth above. During such fiscal year, each of
Jean Bernhard Buttner, 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. Certain relationships between the Company and Arnold Bernhard & Co., Inc.
are described above under "Certain Relationships and Related Transactions."
7
<PAGE>
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
VALUE LINE,
INC. RUSSEL 2000 INDEX PEER GROUP (1)
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 139.88 117.07 117.70
1993 126.85 135.53 134.45
1994 150.24 155.61 147.03
1995 127.24 166.56 149.57
1996 153.23 221.46 185.40
</TABLE>
Assumes $100 invested at the close of trading on April 30, 1991 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:
Alliance Capital Management L.P.
Dun & Bradstreet Corp.
Eaton Vance Corp.
McGraw Hill Companies, Inc.
Thomas Nelson, Inc.
Pioneer Group Inc.
Plenum Publishing Corp.
T. Rowe Price & Associates, Inc.
According to Watson Wyatt & Company, financial consultants, "For Value Line,
given that it is mostly (80%) privately held and extremely thinly traded, we
believe that Total Return to Shareholders is not an accurate barometer of
effective management of the company. ... For the 1996 fiscal year (ended April
1996), Value Line Inc. performed extremely well relative to a peer group of
mutual fund asset managers and broker/dealers."
The Compensation Committee Report 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
8
<PAGE>
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 1997 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, 1996. It is expected that
representatives of Horowitz & Ullmann, P.C. will not be present at the Annual
Meeting.
On March 25, 1996, the Company terminated the engagement of Price Waterhouse
LLP ("PW") as the independent accountants for the Company and engaged Horowitz &
Ullmann, P.C. The termination of the engagement of PW and the selection of
Horowitz & Ullmann, P.C. were recommended by the Audit Committee of the Board of
Directors and approved by the entire Board of Directors. The reports of PW on
the financial statements of the Company for the last two fiscal years ended
April 30, 1995 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles. In connection with its audit for the two most recent fiscal years
and through March 25, 1996, there were no disagreements with PW on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
PW would have caused it to make reference thereto in its reports on the
financial statements for such years.
SHAREHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Shareholder proposals intended for presentation at the Annual Meeting of
Shareholders to be held in October 1997 must be received by the Company for
inclusion in its proxy statement and form of proxy relating to that meeting no
later than May 20, 1997. 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 thereof 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.
9
<PAGE>
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, 1996 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 named in the enclosed proxy to vote
such proxy in accordance with their best judgment.
The Company is mailing its Annual Report for the fiscal year ended April 30,
1996 to shareholders together with this Proxy Statement.
10
<PAGE>
VALUE LINE, INC.
220 EAST 42ND STREET
NEW YORK, NY 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
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 Friday, October 18, 1996, 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)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE>
- --------------------------------------------------------------------------------
This proxy, when properly executed, will be voted in the manner directed
thereon. If no direction is made, this proxy will be voted FOR the election of
all nominees.
Please mark [ X ]
your votes as
indicated in
this example
1. ELECTION OF NOMINEES AS DIRECTORS: H. BERNARD, JR., J. BUTTNER, S.
ELSENSTADT, 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 indicated above
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's dame on the space provided below.
- --------------------------------------------------------------------------------
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:___________________1996
_____________________________
Signature
_____________________________
Signature, if owned jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
