<PAGE>
EXX INC
Suite 689
1350 East Flamingo Road
Las Vegas, Nevada 89119
__________________
NOTICE OF ANNUAL MEETING OF
CLASS A AND CLASS B STOCKHOLDERS
TO BE HELD MAY 27, 1998
__________________
To the Stockholders:
The Annual Meeting of Stockholders of EXX INC (the "Company") will be held
at the office of Henry Gordy International, Inc. at 900 North Avenue,
Plainfield, New Jersey at 2:30 p.m. (local time) on Wednesday May 27, 1998 for
the following purposes:
(1) To elect one (1) Class A director and three (3) Class B directors to
serve as provided in the Company's By-Laws until the next Annual Meeting and
thereafter until their respective successors are elected and qualified; and
(2) To transact such other business as may properly come before the
Meeting or before any adjournments of the Meeting.
The Board of Directors has fixed the close of business on April 24, 1998,
as the record date for the determination of Class A and Class B Stockholders
entitled to notice of and to vote at the Meeting and at any adjournments
thereof.
A form of Proxy and the Proxy Statement respecting the Meeting are
enclosed.
You are cordially invited to attend the Meeting in person. Whether or not
you plan to attend, you are urged to promptly MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD(S) in the accompanying envelope. Return of your Proxy will
not deprive you of your right to vote your shares in person at the Meeting.
By Order of the Board of Directors,
David A. Segal
Chairman of the Board and Chief Executive Officer
Las Vegas, Nevada
April 30, 1998
<PAGE>
EXX INC
Suite 689
1350 East Flamingo Road
Las Vegas, Nevada 89119
(702) 598-3223
PROXY STATEMENT
__________________
ANNUAL MEETING OF CLASS A AND CLASS B STOCKHOLDERS
ON MAY 27, 1998
__________________
This Proxy Statement and the accompanying form of proxy are first being mailed
or given to Stockholders on or about April 30, 1998.
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying form of proxy are being furnished
to the Stockholders of EXX INC ("the Company") in connection with the
solicitation of proxies by the Board of Directors of the Company with respect to
the Company's Annual Meeting of Stockholders to be held at 2:30 p.m. (local
time) on Wednesday May 27, 1998 at 900 North Avenue, Plainfield, New Jersey, and
any adjournments of said Meeting. Any Stockholder giving a proxy has the power
to revoke it at any time before it is exercised, by filing with the Company
either (a) an instrument revoking it or (b) a duly executed proxy bearing a
later date. The proxy will be suspended if the person granting the proxy is
present at the Meeting and elects to vote his shares in person.
All expenses incurred in connection with this solicitation of proxies will
be borne by the Company. In addition to soliciting proxies by use of the mails,
the directors, officers and regular employees of the Company may solicit proxies
by telephone, facsimile or personal interview. The Company may also reimburse
brokers, banks, and other nominees for their reasonable expenses incurred in
forwarding proxy materials.
VOTING SECURITIES
Only Stockholders of record at the close of business on April 24, 1998 will
be entitled to notice and to vote at the Meeting and at any adjournments of the
Meeting. As of April 24, 1998, 2,027,942 shares of the Company's Class A Common
Stock, par value .01 per share ("Class A") and 667,314 shares of the Company's
Class B Common Stock, par value .01 per share ("Class B"), were outstanding
(exclusive of Treasury Shares).
ELECTION OF DIRECTORS
At the Meeting, the Stockholders will elect a board of four directors,
comprising one Class A director and three Class B directors. Under the Company's
Articles of Incorporation holders of outstanding shares of Class B shares have
the right to elect two-thirds or the next rounded number of directors in excess
of two-thirds if the number of directors is not divisible by three and the
holders of the outstanding Class A shares have the right to elect the remaining
directors of the Company. Each director is to serve as provided in the
Company's By-Laws until the next Annual Meeting of Stockholders and thereafter
until his successor is elected and qualified. Election of each class of
directors will require the affirmative vote of holders of a plurality of the
applicable class of Common Stock present (in person or by proxy) at the Meeting,
provided a quorum is present. A quorum will require the presence (in person or
by proxy) of the holders of a majority of each class of the shares entitled to
vote at the Meeting. Each share of Common Stock will be entitled to one vote
for each director to be elected.
1
<PAGE>
It is intended that the proxies given to the person named in the enclosed
form of proxy will be voted for the election of the nominees for director named
below, each of whom is presently a director whose current term will expire on
the Meeting date. Messrs. Fishman, Perlmutter, Remington, and Segal were
elected directors by the Stockholders at the last Annual Meeting of
Stockholders. Unless a contrary specification is indicated, the proxy to which
this Proxy Statement relates will be voted for each of said nominees, or, in the
event that any such nominee is not available by reason of any unforeseen
contingency, then for the balance of the nominees and for such other person(s)
as may be designated as a replacement nominee(s) by the remaining directors.
The following information is given as of March 31, 1998. Except as
otherwise indicated, each nominee has had the same principal occupation or
employment during the last five years.
<TABLE>
<CAPTION>
Nominee, Age, Positions with the Company, Shares of Common Stock Percent of Outstanding
Director of The Company Principal Occupation and Beneficially Owned Common Stock
Continually Since Other Directorships Class A Class B Beneficially Owned
----------------- ------------------- ------- ------- ------------------
<S> <C> <C> <C> <C>
Jerry Fishman, Director, Vice President, 300 100 *
50 -- 1984 The Fishman Organization Inc.
Norman H. Perlmutter, Executive Vice 600 200 *
57 -- 1984 President,
Keystone Recovery
Service, A Division
of Savit Enterprises Inc.
Frederic Remington, Director, Chairman of 300 100 *
68 -- 1984 the Board and Chief
Executive Officer of
Peerless Tube Co.
David A. Segal, Chairman of the Board 942,534(1) 314,178(1) 46.63%
58 -- 1984 and Chief Executive
Officer; President,
Walsh Shoe Repair
System, Inc.
All officers, directors 943,734(1) 314,578(1) 46.69%
and nominees for director
of the Company as a group
</TABLE>
*Less than 1/10 of 1%
____________________
(1) Includes 418,500 Class A Shares and 139,500 Class B shares owned by Mr.
Segal as trustee for his children; Mr. Segal disclaims any beneficial
interest in the shares held by him as trustee.
Mr. Fishman was President of Fishman Supply Co., Inc., a supplier of
construction material and building maintenance supplies, for more than the last
five years. Effective January 1, 1998 Mr. Fishman became Vice President of The
Fishman Organization Inc., a sales and marketing group representing
manufacturers in international sales of consumer products. Mr. Perlmutter was
named to his present position as of January 1, 1994. Prior to this date, Mr.
Perlmutter was President and General Manager of U.S. Recovery Corp., a
commercial collection agency, for more than five years. Mr. Remington has
served as Chairman of the Board, and previously as Vice President of Peerless
Tube Co., a manufacturer of aerosol cans and collapsible metal tubes, for more
than the last five years. Mr. Segal has been Chairman of the Board and Chief
Executive Officer of EXX INC for more than the past three years and prior
thereto was Chairman of the Board and CEO of SFM Corp. Mr. Segal has also been
President of Walsh Shoe Repair System, Inc., for more than five years.
2
<PAGE>
The Board has a combined Audit/Stock Option Committee, currently composed
of Messrs. Fishman and Perlmutter. In their capacity as the Audit Committee,
Messrs. Fishman's and Perlmutter's tasks include meeting with the auditors to
review the scope, accuracy, and results of the audit, and making inquiries as to
the adequacy of the Company's accounting, financial and operating controls. In
their capacity as the Stock Option Committee, their functions include granting
options under the Company's 1994 Stock Option Plan, and they are charged with
the general supervision of the plan.
The combined Audit/Stock Option Committee held one meeting in 1997.
During 1997, the Company's Board of Directors met three times.
Compensation of Directors
Directors who also are employees of the Company (Mr. Segal) receive no fees for
their service as Directors or for attendance at Board and Committee meetings.
Non employee directors receive $1,000 for each Board Meeting with a minimum of
$4,000 per year. Audit/Stock Option Committee members receive an additional
$150 per committee meeting.
HOLDINGS OF COMMON STOCK
The following table and footnotes describe holdings of Common Stock as of March
31, 1998, as reported to the Company or as contained in filings made with the
Securities and Exchange Commission by beneficial owners of more than 5% of the
outstanding shares:
Number of Shares Percent of Outstanding
of Common Stock Common Stock
Beneficially Owned Beneficially Owned
Class A Class B Class A Class B
------- ------- ------- -------
David A. Segal
EXX INC
Suite 689
1350 East Flamingo Road
Las Vegas, Nevada 89119 942,534 14,178 (1) 46.48% 47.08%
- -------------------------
(1) Of this total of 942,534 Class A Shares and 314,178 Class B shares, 418,500
Class A Shares and 139,500 Class B shares are owned by Mr. Segal as trustee for
his children; Mr. Segal disclaims any beneficial interest in the shares held by
him as trustee.
3
<PAGE>
COMPENSATION OF OFFICERS AND OTHER INFORMATION
The executive officer of the Company during 1997 was David A. Segal who was
elected by the Board of Directors to serve as an officer of the Company until
the next election of officers, as provided in the Company's By-Laws.
Biographical information regarding Mr. Segal is presented in the section
entitled "Election of Directors," above.
The following table provides summary information concerning salary and
bonuses paid or accrued by the Company to or on behalf of the Company's Chief
Executive Officer and the other highly compensated executive of the Company as
of December 31, 1997 for the years ended December 31 1995, 1996 and 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
- --------------------------------------------------------------------------------------------
Total Other (1)
Salary Annual
Name and Principal Position Year Salary($) Bonus($) & Bonus($) Compensation($)
- --------------------------- ---- ------ -------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
David A. Segal 1997 308,000 0 308,000 --
Chairman of the Board 1996 308,000 0 308,000 --
and Chief Executive Officer 1995 301,000 186,000 487,000 --
Michael Pahuta 1997 110,000 0 110,000 104,000(2)
President of Henry Gordy 1996 175,000 0 175,000 --
International, Inc. 1995 175,000 22,000 197,000 --
</TABLE>
- ------------------------------
(1) None of the named individuals received perquisites or other personal
benefits in any amount large enough to require reporting in this column.
(2) Mr. Pahuta's employment with Henry Gordy International, Inc. terminated on
October 31, 1997. The above amount was attributed to a severance payment in
connection with Mr. Pahuta's employment contract.
Executive Employment Contract
In 1994, the Company entered into a 10 year contract with Mr. Segal effective
October 21, 1994 with an option to renew for an additional five years. Under
the agreement, Mr. Segal's base compensation is $300,000 per year with annual
increases based on a Consumer Price Index formula. In addition, there is a
profit bonus under which Mr. Segal will receive 5% of the consolidated pre-tax
earnings of the Company. The agreement also provided an option whereby Mr.
Segal could require the Company to purchase all of his common stock in the
Company on the date his employment terminated, at the greater of fair market
value or $10 per share. In 1997, in order to avoid the classification of the
shares owned by Mr. Segal as "mezzanine" capital and the reduction to future
earnings per share (or increase to future loss per share) which would result
from such classification, Mr. Segal agreed to relinquish his contractual right
to require the Company to purchase his shares, in exchange for options, to be
granted in 1998, to purchase 300,000 Class A shares and 100,000 Class B shares
at prices equal to, or greater than, the market value at the date of the grant.
Pension Benefits
A Subsidiary of the Company has a non-contributory defined benefit pension plan
for salaried employees, which was "frozen" by action of the Board of Directors
in January 1988. Monthly benefits payable at age 65 are equal to 50% of final
average earnings, less 75% of the primary Social Security benefit. "Final
average earnings" is the average of the highest consecutive five of the last ten
years ended December 31, 1987, and monthly benefits are reduced pro rata for
each full year of service less than thirty. Benefits are paid on a straight-
life annuity basis or in an optional form which is actuarially equivalent to a
life annuity.
4
<PAGE>
The following table reflects estimated annual benefits payable at age 65 on a
straight-life annuity basis at various compensation levels and years of service,
before being reduced by up to 75% of the retiree's annual primary Social
Security benefit.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Credited Service
---------------------------------------------
Final Average Earnings 10 20 30
---------------------- ------- ------- -------
<S> <C> <C> <C>
$30,000 $ 5,000 $10,000 $15,000
50,000 8,333 16,667 25,000
70,000 11,667 23,333 35,000
90,000 15,000 30,000 45,000
110,000 18,333 36,667 55,000
130,000 21,667 43,333 65,000
</TABLE>
Years of service of the executive officers of the Company currently
credited under the plan are as follows:
Mr. Segal, 13 years. The estimated final average earnings for Mr. Segal prior
to reduction of Social Security Benefits are $98,300.
In 1994, the Company's Board of Directors adopted and the stockholders
approved the EXX INC 1994 Stock Option Plan ("New Plan") which provided for the
issuance of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code and for the issuance of non-qualified stock options (not
intended to qualify under Section 422 of the Code). Pursuant to the plan,
1,000,000 shares of Class A stock have been reserved for issuance upon the
exercise of options to officers, directors, employees and consultants of the
Company as either incentive and/or non-qualified options.
The New Plan is administered by a committee (the "Committee") consisting of
two members of the Board of Directors, each of whom is a disinterested person as
defined in Rule 16b-3 of the Securities and Exchange Act. The Committee has the
authority to grant options, determine the recipients of said options, the
exercise price which is not to be less than fair market value at date of grant,
and to make all other determinations deemed necessary or advisable for its
administration. The New Plan also provides that the maximum term of each option
is ten years (except that with respect to options granted to persons holding
more than 10% of the total combined voting power of all classes of stock of the
Company, the exercise price must be at least equal to 110% of the fair market
value and the term cannot exceed five years). The New Plan also provides
certain maximum limits of incentive options that may be granted to an employee
within a calendar year.
One option for 1000 shares was granted in 1995 exercisable at $14.50 per
share and expired in January 1998.
An option to purchase 20,000 shares of common stock was granted during
1997, exercisable at $4.00 per share expiring on December 31, 1998. This was the
only option outstanding at December 1997. At December 31, 1997, options to
purchase 980,000 shares of common stock were available for grant. Unless
previously terminated the stock option plan shall terminate in 2004.
Compensation Report on Executive Compensation
The Compensation Committee is comprised of all members of the Board of Directors
except the Chairman of the Board who is the Chief Executive Officer. There is
currently in force a contract entered into in 1994 described under Executive
Employment Contracts which covers the Chief Executive's Compensation.
As regards the other executive, the Chairman of the Board annually reviews the
performance and operating results of the applicable subsidiary and determines
the executive's salary and bonus arrangement subject to Board of Directors
approval.
The foregoing report on Executive Compensation has been approved by all members
of the Board of Directors.
David A. Segal, Chairman
Jerry Fishman Frederic Remington
Norman Perlmutter
5
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The current SEC rules require that the reporting Company include in this Proxy
Statements a line graph which compares cumulative five-year return to
stockholders on an indexed basis with a major index and a nationally recognized
industry standard or a peer group index. This information set forth below
compares the EXX INC with the Standard & Poor's ("S&P") Midcap Index and the S&P
Toys Index for this requirement. The information set forth covers the period
from year-end 1992 through year-end 1997 and assumes the investment of $100 in
December, 1992 and the monthly reinvestment of dividends.
TOTAL RETURN TO STOCKHOLDERS
DECEMBER 31, 1991 TO DECEMBER 31, 1997
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
ANNUAL RETURN PERCENTAGE
Years Ending
Company/Index Dec93 Dec94 Dec95 Dec96 Dec97
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EXX INC 23.86 884.62 -66.80 -27.05 -19.35
LEISURE TIME (PRODUCTS)-500 10.53 -0.76 37.07 20.55 31.57
S&P MIDCAP 400 INDEX 13.95 -3.58 30.94 19.20 32.25
</TABLE>
<TABLE>
<CAPTION>
INDEXED RETURNS
Years Ending
Base
Period
Company/Index Dec92 Dec93 Dec94 Dec95 Dec96 Dec97
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EXX INC 100 123.86 1219.511 404.88 295.35 238.19
LEISURE TIME (PRODUCTS)-500 100 110.53 109.69 150.35 181.25 238.47
S&P MIDCAP 400 INDEX 100 113.95 109.87 143.86 171.49 226.80
</TABLE>
6
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Rothstein, Kass & Company, P.C. the Company's independent public accountants for
1997, have also been selected as such for the Company's current fiscal year. A
representative from that firm is expected to be present at the Meeting and will
have an opportunity to make a statement and to respond to appropriate questions
from Stockholders.
OTHER BUSINESS
The Company's Board of Directors knows of no other matters which may come before
the Meeting. However, if any other business should come before the Meeting, the
proxies to which this statement relates will be voted on such matters in
accordance with the best judgment of the person authorized therein.
PROPOSALS OF SECURITY HOLDERS
Any proposal by a Stockholder of the Company intended to be presented at the
next Annual Meeting of Stockholders must be received at the Company's Executive
offices on or before March 1, 1999.
By Order of the Board of Directors,
David A. Segal
Chairman of the Board and
Chief Executive Officer
Las Vegas, Nevada
April 30, 1998
A copy of the Company's annual report (which includes the Company's 10-K) for
the year ended December 31, 1997, including financial statements, accompanies
this Proxy Statement.
THE ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY-SOLICITING MATERIAL OR AS A
COMMUNICATION BY MEANS OF WHICH ANY SOLICITATION IS TO BE MADE.
7
<PAGE>
PROXY
EXX INC
CLASS A STOCKHOLDER PROXY
Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting May 27, 1998
The undersigned hereby constitutes and appoints David A. Segal his true and
lawful agent and proxy, with full power of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of EXX INC to be held at the
office of Henry Gordy International, Inc. at 900 North Avenue, Plainfield, New
Jersey at 2:30 p.m. on Wednesday, May 27, 1998, and at any adjournments thereof,
on all matters coming before said meeting.
Dated: _________________, 1998
________________________________
________________________________
Signature of Stockholder
This Proxy Must Be Signed Exactly
As Name Appears Hereon.
Executors, administrators,
trustees, etc., should give full
title as such. If the signer is a
corporation, please sign full
corporate name by duly authorized
officer.
(over)
<PAGE>
(continued from other side)
This Proxy will be voted in accordance with the instructions given therein.
IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEE FOR DIRECTOR; AND WILL BE VOTED AND ACTED UPON WITH RESPECT TO ANY
OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF IN
THE JUDGMENT OF THE PERSON NAMED PROXY HEREIN.
1. ELECTION OF DIRECTOR
Nominee, Norman H. Perlmutter
(Mark only one)
[_] VOTE FOR the nominee listed above.
- ---------------------------------------------------
[_] VOTE WITHHELD from the nominee listed above.
2. In his discretion, upon other matters as may properly come before the
meeting.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY. USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
EXX INC
CLASS B STOCKHOLDER PROXY
Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting May 27, 1998
The undersigned hereby constitutes and appoints David A. Segal his true and
lawful agent and proxy, with full power of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of EXX INC to be held at the
office of Henry Gordy International, Inc. at 900 North Avenue, Plainfield, New
Jersey at 2:30 p.m. on May 27, 1998, and at any adjournments thereof,
on all matters coming before said meeting.
Dated:______________________, 1998
__________________________________
__________________________________
Signature of Stockholder
This Proxy Must Be Signed Exactly
As Name Appears Hereon.
Executors, administrators,
trustees, etc., should give full
title as such. If the signer is
a corporation, please sign full
corporate name by duly
authorized officer.
(over)
<PAGE>
(continued from other side)
This Proxy will be voted in accordance with the instructions given herein.
IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES FOR DIRECTOR; AND WILL BE VOTED AND ACTED UPON WITH RESPECT TO ANY
OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF IN
THE JUDGMENT OF THE PERSON NAMED PROXY HEREIN.
1. ELECTION OF DIRECTORS
Nominees, Jerry Fishman, Frederick Remington, David A. Segal,
(Mark only one)
[_] VOTE FOR all nominees listed above; except vote withheld from following
nominees (if any):
- --------------------------------------------------------------------------------
[_] VOTE WITHHELD from all nominees
2. In his discretion, upon other matters as may properly come before the
meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY. USING THE ENCLOSED
ENVELOPE
