SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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 ss. 240.14A-11(c) or ss. 240.14a-12
SECURITY INVESTMENTS GROUP, 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 Registrant)
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:
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 previous filing for which the offesetting 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:
<PAGE>
Security Investments Group, Inc.
October 28, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Security
Investments Group, Inc. (the "Company"), we cordially invite you to attend the
1998 Annual Meeting of Stockholders to be held at the Ramada Inn, Vineland, New
Jersey, on Tuesday, December 15, 1998, 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 scheduled 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
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817 LANDIS AVENUE PO BOX 769 VINELAND, NJ 08360 609-794-3586
<PAGE>
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 December 15, 1998
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NOTICE IS HEREBY GIVEN that the 1998 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 Tuesday, December 15, 1998, at 2:00 p.m., local time. 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; and
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 October 19, 1998 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 OR HER 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
October 28, 1998
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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
December 15, 1998
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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 1998 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 Tuesday, December 15, 1998, 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 October
28, 1998.
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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. However, the mere presence of a
stockholder at the Meeting will not, by itself, revoke such stockholder's proxy.
Where no instructions are indicated, proxies will be voted "FOR" the
nominees for directors set forth below. If any nominee is unable to serve, the
shares represented by all properly executed proxies that have not been revoked
will be voted for the election of such substitute as the Board of Directors may
recommend, or the size of the Board of Directors may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any nominee might be
unable to serve.
Proxies marked as abstentions will not be counted as votes cast. In
addition, shares held in street name which have been designated by brokers on
proxy cards as not voted will not be counted as votes cast. Proxies marked as
abstentions or as broker no votes, however, will be treated as shares present
for purposes of determining whether a quorum is present.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on October 19, 1998
(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 4,765,900 shares of Common Stock issued and outstanding.
The presence in person or by proxy of at least one-third 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 shares of Common
Stock for a quorum at the time of the Meeting, the Meeting may be adjourned in
order to permit the further solicitation of proxies.
<PAGE>
As to the election of directors, the proxy being provided by the Board
of Directors 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. Under Delaware law, 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 on 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 such reports.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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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 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. Based solely on its review of copies
of such reports received by it, or written representations from certain
reporting persons that no annual report of change in beneficial ownership is
required, the Company believes that, during the year ended December 31, 1997,
all such filing requirements were complied with.
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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 July 31, 1997 court decision discussed below, 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. See "Recent Litigation." The Board of Directors currently
consists of 10 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.
2
<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.
<TABLE>
<CAPTION>
Shares of
Year First Common Stock
Elected or Beneficially Percent
Name Age(l) Appointed(2) Owned (3)(4) of Class
- ---- ------ ------------ ------------ --------
BOARD NOMINEES FOR TERM TO EXPIRE IN 1999
<S> <C> <C> <C> <C>
Dominick P. Baruffi, II 39 1998 20,474 (5)
Robert Linton 61 1998 41,985 (5)
Salvatore Maurizio 69 1998 27,991 (5)
<CAPTION>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2000
<S> <C> <C> <C> <C>
W. Earle Everett 63 1980 23,776 (5)
Ernest P. Casaccio 63 1972 42,772 (5)
Andrew C. Miller, Sr. 64 1988 34,285 (5)
<CAPTION>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2001
<S> <C> <C> <C> <C>
P. Paul Ricci 79 1967 46,238 (5)
Richard M. Milstead 58 1978 41,572 (5)
Maurice T. Greenblatt 69 1972 51,684 1.1%
Charles A. Sabino 58 1998 35,688 (5)
All executive officers and
directors as a group (10 persons) 366,465 7.6%
</TABLE>
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(1) At December 31, 1997.
(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% of the outstanding Common Stock.
3
<PAGE>
Biographical Information
The business experience of each director of the Company is set forth
below. All directors have held their present positions for five years unless
otherwise stated.
Dominick P. Baruffi, II was appointed to the Board of Directors of the
Company in April, 1998. He is Chief Executive Officer of Jersey Panel
Corporation and Executive Vice President of Baruffi Bros., Inc. He also is a
member of the Advisory Board at Sun National Bank.
Robert Linton was appointed to the Board of Directors of the Company in
July, 1998. He is the former owner of Elanbee Appliance Service, and is
currently retired.
Salvatore Maurizio was appointed to the Board of Directors of the
Company in July, 1998. He is the former owner and manager of Instant Disposal
Service (1958-1993), located in Vineland, New Jersey, and is currently retired.
W. Earle Everett is a retired Sears, Roebuck and Company executive,
having served in various management positions in 4 different states for 33
years. Most recently, he has provided consulting and real estate services in the
local area. Presently, he serves on the Board of the Millville Hospital
Foundation.
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., is President and owner of Reeves & Melvin, 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. He became President and Chief Executive
Officer 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, with 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.
Maurice T. Greenblatt is a stockholder and 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 Unigroup, Inc., Fenton, Missouri.
Charles A. Sabino was appointed to the Board of Directors of the
Company in July, 1998. He is a part time, self-employed tax consultant to
individuals and corporation. On June 30, 1997, he retired as the Princeton
office managing partner with KPMG Peat Marwick LLP after 30 years of service.
Presently, he is a director of the Homasote Company and Arquest, Inc. He is also
a member of the New Jersey Department of the United States Treasury's tax
advisory group.
<PAGE>
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, 1997, the Board of Directors held five regular meetings and
no 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, 1997.
4
<PAGE>
The Board of Directors of the Company acts as a nominating committee
for the purpose of selecting management's nominees for election as director.
During the year ended December 31, 1997, the Board did not meet as a nominating
committee, but met once subsequent thereto. Stockholders who make nominations of
candidates for directors must make such nominations in accordance with the
procedures set forth in the Certificate of Incorporation. See "Stockholder
Proposals and Nominations."
The Audit Committee is comprised of Directors Greenblatt, Casaccio,
Everett, Milstead, and Ricci (ex officio). The Audit Committee has not met since
December 1992.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director 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
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 Internal Revenue Code of
1986, as amended, 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 were 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,
Milstead and Ricci (ex officio).
Options have not been granted under the Option Plan to directors of the
Company since January 17, 1990. Options to purchase 31,000 shares at an average
exercise price of $5.39 per share were outstanding to four directors of the
Company as of the Record Date. All unexercised options granted to officers of
the Company as a group were terminated as of September 24, 1998. The Option Plan
was terminated as of May 4, 1997, except for previously granted options.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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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.
<PAGE>
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RECENT LITIGATION
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In Robert Linton, et al. v. W. Earle Everett, et al., Court of
Chancery, State of Delaware, C.A. No. 15219 (Decided July 31, 1997), Robert
Linton and Charles A. Sabino instituted action against the Company and its
directors to seek, among other things, the invalidation of the Company's
election of directors at the 1996 Annual Meeting, and recision and cancellation
of the issuance of 30,000 shares of the Company's stock to each of the Company's
directors. The Company issued these shares to the directors in order to
compensate them for services rendered since December 1992. The Chancery Court
held that the Company's notice of the Annual Meeting was not given in sufficient
time to provide Linton and Sabino a reasonable opportunity to assemble an
opposition slate
5
<PAGE>
of directors and to prepare and deliver to the Company certain information
needed to comply with the advance notice provisions of the Company's Certificate
of Incorporation. The Court also held that while the directors were entitled to
be compensated for their services, the Company had not submitted sufficient
evidence to establish the fairness of the number of shares issued to the
directors.
This litigation was settled by the parties, in the interest of the
Company, by agreement dated June 30, 1998. The settlement, among other things,
provided that the Company would expand its Board to ten directors, would appoint
Charles A. Sabino, Salvatore Maurizio and Robert Linton as directors of the
Company, and would include them in the slate of ten directors to be proposed by
the Company for election at the Meeting; that the issuance of the Company's
stock to the directors be rescinded; that Sabino and Linton cease to act as a
group to engage in any proxy solicitation contest as to the election of
directors of the Company; that all options granted to Messrs. Ricci and
Milstead, and to Ronald A. Seagraves, a former director, be cancelled; that the
Delaware lawsuit be dismissed with prejudice; and that the Meeting be held. The
parties have complied with the provisions of such settlement agreement.
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OTHER MATTERS
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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 as to
which proxies in the accompanying form confer discretionary authority, it is
intended that such proxies will be voted in respect thereof as directed by a
majority of the Board of Directors. The proxies solicited on behalf of the Board
of Directors confer discretionary authority upon the holders thereof with
respect to matters incident to the conduct of the Meeting and with respect to
any other matter presented at the Meeting if notice of such matter has not been
delivered or mailed to the Secretary of the Company in accordance with the
provisions of the Company's Certificate of Incorporation.
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STOCKHOLDER PROPOSALS AND NOMINATIONS
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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 June 30, 1999.
Stockholder proposals for new business that are not to be included in
the Company's proxy statement shall be made pursuant to timely notice in writing
to the Secretary of the Company as set forth in the Certificate of
Incorporation. To be timely, a stockholder's written notice shall be delivered
or mailed to the Secretary 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,
writtennotice by the stockholder must be so delivered or mailed 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.
<PAGE>
To be timely under the Certificate of Incorporation, a stockholder's
proposal for new business in connection with the 1999 Annual Meeting of
Stockholders (to be held on December 15, 1999) must be delivered or mailed to
the Secretary of the Company on or before November 15, 1999 (if 31 days' notice
of the 1999 meeting is given).
The Board of Directors may reject any nomination and proposal for new
business 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.
Since the Company exists solely to prosecute the lawsuit discussed
below under "Stock and Dividend Information," and since the outcome and timing
of a decision in such lawsuit cannot be determined at this time, then
6
<PAGE>
there can be no certainty that the Company's corporate existence will be
continued or that future annual meetings will be held by the Company.
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STOCK AND DIVIDEND INFORMATION
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There were 4,765,900 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."
Generally, there is only sporadic, and, at times, no trading in the Common
Stock. During the month of September, 1998, the Common Stock traded in the range
of $1.88 to $2.63 per share and the daily trading volume averaged approximately
500 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, if any, by the Company will depend upon the Company
ultimately prevailing in its pending lawsuit against the United States which
seeks monetary relief for the alleged governmental breach of supervisory
goodwill agreements entered into between the government and the Company's former
insured thrift institution subsidiary. The outcome and timing of a decision in
this litigation cannot be determined at this time.
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MISCELLANEOUS
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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, income or
capital, 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 (the last full fiscal year in which the Company conducted business). 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
October 28, 1998
<PAGE>
SECURITY INVESTMENTS GROUP, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
December 15, 1998
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 1998
Annual Meeting of Stockholders (the "Meeting"), to be held at the Ramada Inn,
West Landis Avenue and State Highway 55, Vineland, New Jersey, on December 15,
1998, at 2:00 p.m. and at any and all adjournments thereof, in the following
manner:
1. The election as director of all nominees listed below:
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
Class One - Term to Expire in 1999
Dominick P. Baruffi, II, Robert Linton, Salvatore Maurizio
Class Two - Term to Expire in 2000
W. Earle Everett, Ernest P. Casaccio, Andrew C. Miller, Sr.
Class Three - Term to Expire in 2001
P. Paul Ricci, Richard M. Milstead, Maurice T. Greenblatt, Charles A. Sabino
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
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PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING. [ ]
The Board of Directors recommends a vote "FOR"
the above listed proposition.
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 AS TO WHICH THIS PROXY CONFERS DISCRETIONARY
AUTHORITY, THIS PROXY WILL BE VOTED IN RESPECT THEREOF AS DIRECTED BY A MAJORITY
OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
Please be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
SECURITY INVESTMENTS GROUP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the above signed 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, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. The above signed may also revoke this proxy by filing a
subsequent dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The above signed acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting of Stockholders and a Proxy
Statement dated October 28, 1998.
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
