[Letterhead of Security Investments Group, Inc.]
August 19, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Security Investments
Group, Inc. (the "Company"), I cordially invite you to attend the 1996 Annual
Meeting of Stockholders to be held at the Ramada Inn, Vineland, New Jersey on
September 17, 1996, at 2:00 p.m. The attached Notice of Annual Meeting and Proxy
Statement describe the formal business to be transacted at the Annual Meeting.
The only matter to be considered by stockholders at the Annual Meeting is
the election of directors described in the accompanying Notice of Annual Meeting
and Proxy Statement. For the reasons set forth in the Proxy Statement, the Board
of Directors unanimously recommends a vote "FOR" each of the nominees for
election as a director.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Annual Meeting, but will assure that your vote is counted if you
are unable to attend the Annual Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/P. Paul Ricci
P. Paul Ricci
President and Chairman of the Board
<PAGE>
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SECURITY INVESTMENTS GROUP, INC.
817 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
(609) 794-3586
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on September 17, 1996
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NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders (the
"Meeting") of Security Investments Group, Inc. (the "Company"), will be held at
the Ramada Inn, West Landis Avenue and State Highway 55, Vineland, New Jersey,
on September 17, 1996 at 2:00 p.m. A proxy card and a proxy statement for the
Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. The election of directors of the Company;
2. The transaction of such other matters as may properly come before the
Meeting or any adjournments thereof. The Board of Directors is not aware
of any other business to come before the Meeting.
Any action may be taken on the foregoing proposal at the Meeting on the date
specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on August 7, 1996 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/P. Paul Ricci
P. Paul Ricci
President and Chairman of the Board
Vineland, New Jersey
August 19, 1996
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
PROXY STATEMENT
OF
SECURITY INVESTMENTS GROUP, INC.
817 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
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ANNUAL MEETING OF STOCKHOLDERS
September 17, 1996
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Security Investments Group, Inc. (the
"Company") to be used at the 1996 Annual Meeting of Stockholders of the Company
which will be held at the Ramada Inn, West Landis Avenue and State Highway 55,
Vineland, New Jersey on September 17, 1996, at 2:00 p.m. local time (the
"Meeting"). The accompanying Notice of Annual Meeting of Stockholders and this
Proxy Statement are being first mailed to stockholders on or about August 19,
1996.
At the Meeting, stockholders will consider and vote upon the election of
directors. The Board of Directors of the Company (the "Board" or the "Board of
Directors") knows of no additional matters that will be presented for
consideration at the Meeting. Execution of a proxy, however, confers on the
designated proxy holder discretionary authority to vote the shares represented
by such proxy in accordance with their best judgment on such other business, if
any, that may properly come before the Meeting or any adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted "FOR" the nominees for directors set forth
below. The proxy confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director where the nominee
is unable to serve, or for good cause will not serve, and matters incident to
the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on August 7, 1996 (the
"Record Date"), are entitled to one vote for each share of common stock of the
Company (the "Common Stock") then held. As of the Record Date, the Company had
5,035,900 shares of Common Stock issued and outstanding.
2
<PAGE>
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. In the event there are not sufficient votes for a quorum
at the time of the Meeting, the Meeting may be adjourned in order to permit the
further solicitation of proxies.
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for one or more of the nominees being
proposed. Directors are elected by a plurality of votes of the shares present in
person or represented by proxy at a meeting and entitled to vote in the election
of directors.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). As of the Record Date, the
Company was not aware of any persons or groups who owned more than 5% of the
Common Stock.
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FILING OF BENEFICIAL OWNERSHIP REPORTS
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The Common Stock is registered pursuant to Section 12(g) of the 1934 Act.
The officers and directors of the Company and beneficial owners of greater than
10% of the Common Stock ("10% beneficial owners") are required to file reports
on Forms 3, 4 and 5 with the Securities and Exchange Commission ("SEC")
disclosing changes in beneficial ownership of the Common Stock. In June 1996,
the Registrant issued 30,000 shares of its Common Stock to each of its nine
directors in lieu of cash compensation for services rendered without
compensation since December 1992. As a result of this issuance, each director of
the Company was required by SEC regulations to file a report on Form 4 with the
SEC by July 10, 1996 disclosing this change in beneficial ownership of the
Company's Common Stock. None of the Company's directors filed the required Forms
4 by the required due date. As of August, 1996, all of the directors had filed
the required Forms 4.
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
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Election of Directors
The Certificate of Incorporation requires that the Board of Directors be
divided into three classes, each of which contains approximately one-third of
the members of the Board. The directors are elected by the stockholders of the
Company for staggered three-year terms, or until their successors are elected
and qualified. Due to the inactive status of the Company since December 1992,
and since the Company's Certificate of Incorporation has recently been revived
by the State of Delaware pursuant to Section 312 of the Delaware General
Corporation Law, all directors must be elected at the Meeting. Stockholders will
elect a class of directors with terms expiring at the next annual meeting, a
second class of directors with terms expiring at the second annual meeting
following the Meeting and a third class of directors with terms expiring at the
third annual meeting following the Meeting. The Board of Directors currently
consists of nine members.
If a nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend or the size of the Board may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why a nominee might be
unavailable to serve.
3
<PAGE>
The following table sets forth the nominees, their name, age, the year
they first became a director of the Company, and the number and percentage of
shares of the Common Stock beneficially owned.
Shares of
Year First Common Stock
Elected or Beneficially Percent
Name Age(1) Appointed(2) Owned (3)(4) of Class
- ---- ------ ------------ ------------ --------
BOARD NOMINEES FOR TERM TO EXPIRE IN 1997
W. Earle Everett 61 1980 75,797 1.50
Lewis D. DeMarco 85 1949 105,318 2.08
Robert H. Schafer 71 1982 72,568 1.43
BOARD NOMINEES FOR TERM TO EXPIRE IN 1998
Maurice T. Greenblatt 67 1972 90,172 1.78
Ernest P. Casaccio 61 1972 86,940 1.71
Andrew C. Miller, Sr. 62 1988 60,228 1.19
BOARD NOMINEES FOR TERM TO EXPIRE IN 1999
P. Paul Ricci 77 1967 153,343 3.00
Richard M. Milstead 55 1978 101,559 2.00
Ronald A. Seagraves 48 1986 152,329 2.98
All executive officers
and directors as a group
(9 persons)
- ----------------------
(1) At December 31, 1995.
(2) Refers to the year the individual first became a director of the Company.
(3) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust, and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated. Also includes shares receivable upon
the exercise of stock options.
(4) Beneficial ownership as of the Record Date.
(5) Less than 1.0%
4
<PAGE>
Biographical Information
The business experience of each director and executive officer of the
Company is set forth below. All directors and executive officers have held their
present positions for five years unless otherwise stated.
W. Earle Everett is a self-employed consultant providing management and
real estate services to businesses and executives. He retired as an executive
with Sears, Roebuck and Company after 33 years. Mr. Everett is Chairman of the
Cumberland County Economic Development Board. He is presently a Director of the
Cumberland County United Way and the Millville Chamber of Commerce.
Lewis D. DeMarco is the sole owner of Bray and MacGeorge Real Estate, Inc.,
a real estate firm located in Vineland, New Jersey. Among his many civic and
business achievements, Mr. DeMarco founded the Evanoff Center for mentally
handicapped children. Mr. DeMarco is President of Realty Developers, Inc., a
holding corporation. He is also on the Board of Managers of the New Jersey
Firemen's Home, Boonton, New Jersey.
Robert H. Schafer is the former owner of Cooper & Schafer Inc., a roofing
and sheet metal company located in Princeton, New Jersey. Mr. Schafer retired
from his business in July 1986.
Maurice T. Greenblatt serves as Vice Chairman of the Board of Directors of
the Company. Mr. Greenblatt is a stockholder of and the Chief Executive Officer
of Ware's Van & Storage Co., Inc., Vineland, New Jersey. He is also Chairman of
the Board and Chief Executive Officer of United Van Lines, Inc., Fenton,
Missouri.
Ernest P. Casaccio is President of Lighthouse Putt and Bat, Inc., a family
entertainment center located in Ocean View, New Jersey, and Vice President of
D.C. Angelo & Associates, a real estate holding company located in Vineland, New
Jersey.
Andrew C. Miller, Sr. was appointed to the Board of Directors of the
Company in June 1988. Mr. Miller is the President and owner of Reeves & Melvia,
an insurance and real estate firm located in
Millville, New Jersey.
P. Paul Ricci currently serves as Chairman of the Board, President and
Chief Executive Officer of the Company. Mr. Ricci became President and Chief
Executive Officer of the Company in 1995. He is also the Chairman of the Board
and majority stockholder of Windsor Card Shops, Inc., a chain of card and gift
shops located in Pennsylvania and New Jersey, with its headquarters in Vineland,
New Jersey.
Richard M. Milstead serves as Secretary of the Company. Mr.Milstead is an
attorney and counsel to Gruccio, Pepper, Giovinazzi, DeSanto & Farnoly, P.A.,
located in Vineland, New Jersey.
Ronald A. Seagraves has been a director of the Company since 1986. Mr.
Seagraves formerly was President and Chief Executive Officer of the Company. On
March 24, 1995, Mr. Seagraves consented to the issuance of an order ("Consent
Order") by the Securities and Exchange Commission ("SEC") to cease and desist
from causing any violation and any future violation of Section 13(a) of the 1934
Act and Rules 12b-20 and 13a-13 promulgated thereunder. The Consent Order
relates to the SEC's findings that in 1990 and 1991 Security Savings Bank, SLA,
which was the wholly-owned subsidiary of the Company during such period, had
materially understated its provision for loan losses and, therefore, materially
overstated pre-tax income in various reports filed with the SEC.
5
<PAGE>
Stockholder Nominations
Pursuant to Article XI of the Certificate of Incorporation, nominations,
other than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the Company as set
forth in that Article. To be timely, a stockholder's notice shall be delivered
to, or mailed and received at, the principal executive offices of the Company
not less than 30 days nor more than 60 days prior to any such meeting of
stockholders of the Company; provided, however, that if less than 31 days'
notice of the meeting is given, notice by the stockholder must be so delivered
or received no later than the close of business on the tenth day following the
day on which notice of the date of the scheduled meeting was mailed or
published.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director and
as to the stockholder giving the notice (i) the name, age, business address, and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of Common Stock which are
beneficially owned by such person on the date of such stockholder notice, and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for election as
directors pursuant to Regulation 14A under the 1934 Act; and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Company's books, of such stockholder and (ii) the class and number of shares of
Common Stock which are beneficially owned by such stockholder on the date of
such stockholder notice. At the request of the Board of Directors, any person
nominated by, or at the direction of, the Board for election as a director at an
annual meeting shall furnish to the Secretary of the Company that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.
The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of the Certificate of
Incorporation and bylaws. If the presiding officer at the meeting determines
that a nomination was not made in accordance with the terms of the Certificate
of Incorporation and bylaws, he shall so declare at the annual meeting, and the
defective nomination shall be disregarded.
Meetings and Committees of the Board of Directors
The Company's Board of Directors conducts its business through meetings of
the Board and through activities of its committees. During the fiscal year ended
December 31, 1995, the Board of Directors held ten regular meetings and four
special meetings. No director attended fewer than 75% of the total meetings of
the Board of Directors of the Company and committees on which such director
served during the fiscal year ended December 31, 1995.
The Nominating Committee meets yearly for the purpose of nominating the
directors of the Company. The Nominating Committee for the 1995 election
consisted of Directors Greenblatt, Schafer, Casaccio and Ricci (ex officio).
The Audit Committee is comprised of Directors Greenblatt, Casaccio,
Milstead, Schafer, Everett and Ricci (ex officio). The audit committee has not
met since December 1992.
6
<PAGE>
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------
Director Compensation
Until June 1996, when the Company issued each member of the Board of
Directors 30,000 shares of Common Stock in lieu of cash compensation, each
member of the Board of Directors has served without compensation since December
1992.
Executive Compensation
The Company is inactive and has been so since December 1992. Accordingly,
the Company has not paid any executive compensation since that time.
Benefits
Stock Option and Incentive Plan. Under the Security Investments Group,
Inc. 1987 Stock Option and Incentive Plan (the "Option Plan") 699,286 shares
were reserved for issuance upon exercise of stock options and other awards
granted to directors, officers and other key employees. The Option Plan provides
for the granting of incentive stock options within the meaning of Section 422 of
the Code, non-incentive stock options, stock appreciation rights, restricted
stock, dividend equivalent rights, performance units, and performance shares or
any combination thereof. The purposes of the Option Plan are to attract and
retain management, directors, and other key employees of the Company and to
encourage their continued involvement with the Company by facilitating their
purchase of an equity interest in the Company. The Option Plan is administered
by a committee consisting of Directors Greenblatt, Casaccio, and Milstead (the
"Option Committee") and Directors Ricci and Seagraves as ex-officio members.
Options have not been granted under the Option Plan to directors of the
Company since January 17, 1990. Options to purchase 235,868 shares at an average
exercise price of $5.64 per share were outstanding to all directors and officers
of the Company as a group as of the Record Date. As a result, there are 463,418
shares available for future option grants under the Option Plan. All options
were granted at an exercise price which equalled the fair market value of the
Common Stock subject to the option at the date of grant. No SARs or other Awards
were granted under the Option Plan during the fiscal year ended December 31,
1995. Options granted to executive officers do not become exercisable until one
year after the date of grant when 25% of such options become exercisable and
become vested at a rate of 25% per year thereafter.
In the case of any change in control of the Company or imminent change in
control as determined by the Option Committee, all outstanding options and SARs
shall become immediately exercisable.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
Director Richard M. Milstead is an attorney and counsel to Gruccio,
Pepper, Giovinazzi, DeSanto & Farnoly, P.A., a law firm which provides legal
services to the Company. The firm received legal fees during the fiscal year
ended December 31,1995 from the Company. Such fees did not exceed 5% of the
firm's gross revenues for the firm's latest fiscal year.
7
<PAGE>
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OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the persons named in the accompanying proxy.
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STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
817 Landis Avenue, Vineland, New Jersey 08360, no later than May 21, 1997.
- --------------------------------------------------------------------------------
STOCK AND DIVIDEND INFORMATION
- --------------------------------------------------------------------------------
There were 5,035,900 shares of Common Stock issued and outstanding as of
the Record Date held by approximately 3,500 stockholders of record (not
including the number of persons or entities holding the common stock in nominee
or street name through various brokerage firms). In 1992, the Common Stock was
removed from quotation on the NASDAQ National Market System and is currently
traded in the over-the-counter market and listed in the "pink sheets." Until
recently, there was only sporadic or no trading in the Common Stock. During the
month of July 1996, the Common Stock traded in the range of $.50 to $1.75 per
share and the trading volume averaged approximately 4,300 shares.
The Board of Directors has the legal authority to declare and pay
dividends, subject to certain limitations under Delaware law. Because the
Company has no operations, earnings or capital, however, no dividends are
expected to be declared or paid on the Common Stock in the foreseeable future.
Declaration of dividends by the Company will depend upon a number of factors,
including earnings, capital, financial condition, tax considerations, general
economic conditions and investment alternatives available to the Company.
8
<PAGE>
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MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock.
Because the Company is inactive and has no operations, the Company has not
prepared an Annual Report to Stockholders, an Annual Report on Form 10-K or
Quarterly Reports on Form 10-Q, or filed any of such reports with the SEC, since
the Company's fiscal year ended December 31, 1991. Copies of the Company's
Current Reports on Form 8-K, as filed with the SEC since such time, will be
furnished without charge to stockholders as of the record date upon written
request to the Secretary, Security Investments Group, Inc., 817 Landis Avenue,
Vineland, New Jersey 08360.
BY ORDER OF THE BOARD OF DIRECTORS
/s/P. Paul Ricci
P. Paul Ricci
President and Chairman of the Board
Vineland, New Jersey
August 19, 1996
9
<PAGE>
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SECURITY INVESTMENTS GROUP, INC.
817 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
(609) 794-3586
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
September 17, 1996
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Security
Investments Group, Inc. (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the 1996 Annual Meeting of Stockholders (the "Meeting"), to be held at the
Ramada Inn, West Landis Avenue and State Highway 55, Vineland, New Jersey, on
September 17, 1996, at 2:00 p.m. and at any and all adjournments thereof, in the
following manner:
<TABLE>
<CAPTION>
<S> <C>
FOR WITHHELD
--- --------
1. The election as director of all nominees
listed below: |_| |_|
Class One - Term to Expire in 1997 Class Three - Term to Expire in 1999
---------------------------------- ------------------------------------
W. Earle Everett P. Paul Ricci
Lewis D. DeMarco Richard M. Milstead
Robert H. Schafer Ronald A. Seagraves
Class Two - Term to Expire in 1998
----------------------------------
Maurice T. Greenblatt
Ernest P. Casaccio
Andrew C. Miller, Sr.
</TABLE>
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
------------------------------------------
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR"
the above listed proposition.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of the Company of his or
her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, an Annual
Report to Stockholders and a Proxy Statement dated August 19, 1996.
Please check here if you
Dated: , 1996 |_| plan to attend the Meeting.
----------------
- ---------------------------- --------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ---------------------------- --------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14A
(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. )
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 Rule 14a-11(c) or Rule 14a-12
Security Investments Group, 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
