ITEM 1. BUSINESS
Bull & Bear Group, Inc., a Delaware corporation (the "Company"), is a holding company with seven principal subsidiaries: Bull & Bear Advisers, Inc. ("BBAI"), Bull & Bear Securities, Inc. ("BBSI"), Investor Service Center, Inc. ("ISC"), Midas Management Corporation ("MMC"), Rockwood Advisers, Inc. ("RAI"), Performance Properties, Inc. ("Performance Properties") and Hanover Direct Advertising Company, Inc.("Hanover Direct").
BBAI, MMC and RAI act as investment managers to open-end and closed-end management investment companies (the "Funds") registered under the Investment Company Act of 1940 (the "Act"). The open-end Funds are: Bull & Bear Special Equities Fund, Inc.; Bull & Bear Gold Investors Ltd.; Bull & Bear U.S. and Overseas Fund, a series of shares issued by Bull & Bear Funds I, Inc.; Bull & Bear Dollar Reserves, a series of shares of Bull & Bear Funds II, Inc.; Midas Fund, Inc.; and Rockwood Fund, Inc. The closed-end funds are: Bull & Bear Global Income Fund, Inc., Bull & Bear U.S. Government Securities Fund, Inc. and Bull & Bear Municipal Income Fund, Inc.
BBSI was organized in 1984 to operate a discount brokerage service. BBSI has access to every major U.S. stock, option and bond exchange as well as the over-the-counter market. Investors may use the discount brokerage services provided by BBSI to trade stocks, bonds and options at substantial commission discounts from full cost rates, access their investment in any of the Funds to pay for securities purchased, or invest proceeds of sales of securities in the Funds. BBSI is registered with the Securities and Exchange Commission ("SEC") as a broker/dealer and is a member of the National Association of Securities Dealers, Inc. ("NASD") and Securities Investor Protection Corporation ("SIPC").
ISC was organized in 1985 and is registered with the SEC as a broker/dealer and is a member of the NASD. ISC acts as the principal distributor and shareholder administrator for the open-end Funds.
Performance Properties was organized in 1994 to invest in real estate.
Hanover Direct was organized in 1988 and acts as an advertising agency, which places advertising for ISC on behalf of the Funds and for BBSI. Currently, the commission revenue generated by Hanover Direct from ISC and BBSI represents a recapture of sums paid for advertising and, rather than additional income, represents a reduction in advertising expense of ISC and BBSI. Hanover Direct has not performed any work for unaffiliated clients.
The Company has granted the Funds and its subsidiaries a non-exclusive license to use service marks owned by the Company, including "Bull & Bear," "Bull & Bear Performance Driven," "Midas," and "Performance Driven" under certain terms and conditions on a royalty free basis. Such license may be withdrawn from a Fund in the event the investment manager of the Fund is not a subsidiary of the Company or in other cases, at the discretion of the Company.
INVESTMENT MANAGEMENT BUSINESS The Company is engaged, through its subsidiaries, in the business of managing investment companies registered under the Act. The Funds and their respective net assets as of December 31, 1997 were as follows:
Bull & Bear Dollar Reserves $ 61,590,000 Bull & Bear Global Income Fund, Inc. 24,148,000 Bull & Bear Gold Investors Ltd. 9,363,000 Bull & Bear Municipal Income Fund, Inc. 12,139,000 Bull & Bear Special Equities Fund, Inc. 44,773,000 Bull & Bear U.S. and Overseas Fund 8,877,000 Bull & Bear U.S. Government Securities Fund, Inc. 10,985,000 Midas Fund, Inc. 100,821,000 Rockwood Fund, Inc. 1,365,000 --------------- TOTAL NET ASSETS $274,061,000
The fund management industry along with the entire financial services sector of the economy has been rapidly changing to meet the increasing needs of investors. Competition for management of financial resources has increased as banks, insurance companies and broker/dealers have introduced products and services traditionally offered by independent fund management companies. There are also many fund management groups with substantially more resources than the Company. While Congress, governmental agencies and special interest groups have been struggling with regulatory problems created by consolidation of the financial services industry, the Company continues to develop products to meet the specialized requirements of investors. While the Company's business is not seasonal, it is affected by the financial markets, which in turn, are dependent upon current and future economic conditions.
Drastic material declines in the securities markets can have a significant effect on the Company's business. Volatile stock markets may affect management and distribution fees earned by the Company's subsidiaries. If the market value of securities owned by the Funds declines, assets under management will decline and shareholder redemptions may occur, either by transfer out of the equity Funds and into the money market Fund, Bull & Bear Dollar Reserves, which has lower management and distribution fee rates than the equity Funds, or by redemptions out of the Funds entirely. Lower asset levels in the Funds may also cause or increase reimbursements to the Funds pursuant to the expense limitations described below.
In general, investment management services are rendered to the Funds pursuant to written contractual agreements. Such agreements relate to the general management of the affairs of each Fund, in addition to supervising the acquisition and sale of each Fund's portfolio investments. As provided in the agreements, BBAI, MMC and RAI may receive management fees ranging from 0.4% to 1.0% per annum of the Funds' average daily net assets. The Act requires that such contractual agreements be initially approved by the Funds' Board of Directors, including a majority of all of the directors who are not "interested persons" (as defined in the Act), and by the vote of a majority of the outstanding shares of the Fund (as defined in the Act). Agreements, if approved, may be for a term of up to two years, and thereafter their continuance must be approved at least annually by a majority of the directors of the Fund, including a majority of those directors of the Fund who are not "interested persons", or by such a vote of "disinterested" directors and the vote of a majority of the outstanding shares of the Fund. In addition, all such agreements are subject to termination on 60 days' notice by majority vote of the Board of Directors or the shareholders and are subject to automatic termination in the event of assignment. Depending on the assets of the Fund involved and other factors, the termination of any of the agreements for investment management services between any of the Funds, BBAI, MMC and RAI may have a serious adverse impact upon the Company.
Pursuant to contracts with these Funds, BBAI, MMC and RAI are entitled to management fees, which are received monthly and are based on annual percentages of the average daily net assets of the Funds. Under the contracts, BBAI, MMC and RAI are required to reimburse the Funds for certain expenses to the extent that such expenses exceed limitations prescribed by any state in which shares of the Funds are qualified for sale, although currently the Funds are not subject to any such limits. In addition, from time to time BBAI, MMC and RAI may waive or reimburse management fees to increase a Fund's performance. MMC has entered into a subadvisory agreement with respect to Midas Fund, Inc. MMC not the respective Fund, pays the Subadviser, Lion Resource Management Limited, based upon the net fees, performance and net assets of the Fund.
Each of the open-end Funds has adopted a plan of distribution pursuant to Rule 12b-1 under the Act (the "Plan"). Pursuant to the Plans, ISC may receive as compensation amounts ranging from one-quarter of one percent to one percent per annum of the Funds' average daily net assets for distribution and service activities. The service fee portion is intended to cover services provided to shareholders in the Funds and the maintenance of shareholder accounts. The distribution fee portion is to cover all other activities and expenses primarily intended to result in the sale of the Funds' shares.
Bull & Bear U.S. Government Securities Fund, Bull & Bear Municipal Income Fund, and Bull & Bear Global Income Fund converted from an open-end investment company to a closed-end investment company in October 1996, November 1996, and February 1997, respectively, pursuant to the vote of the Fund's shareowners and their shares commenced trading on the American Stock Exchange under the symbols BBG, BBM and BBZ, respectively. Upon conversion, the Distribution, 12b-1 Plan, and Shareholder Administration Agreements between the respective Fund and ISC were terminated and substantially similar Investment Management Agreements between BBAI and each Fund were approved.
The Act requires that a plan of distribution be initially approved by the Fund's Board of Directors, including a majority of the directors who are not "interested persons" and who have no financial interest in the Plan, and by the vote of a majority of the outstanding shares of the Fund. If approved, a plan of distribution may be for a term of one year, and thereafter it must be approved at least annually by the entire Board of Directors and by a majority of the "disinterested" directors. In addition, all plans of distribution are subject to termination at any time by majority vote of the disinterested directors or shareholders.
BBAI, MMC and RAI are registered with the SEC as investment advisers under the Investment Advisers Act of 1940. ISC is registered with the SEC as a broker/dealer under the Securities Exchange Act of 1934 and is a member of the NASD. The Funds are registered with the SEC under the Act. The activities of BBAI, MMC and RAI and of the Funds are subject to regulation under Federal and state securities laws. The provisions of these laws, including those relating to the contractual arrangements between the Funds and their investment manager, are primarily designed to protect the shareholders of the Funds and not the shareholders of the Company.
DISCOUNT BROKERAGE BUSINESS BBSI, with access to every major U.S. stock, option and bond exchange as well as the over-the-counter market, provides discount brokerage services to investors throughout the United States and various foreign countries. Substantial commission savings off full service rates as well as prompt, courteous service and professional order execution are available to all accounts regardless of how often trades are made. All accounts are carried by U.S. Clearing Corp., a division of Fleet Securities, Inc., a New York Stock Exchange member firm. The SIPC, of which BBSI and U.S. Clearing Corp. are members, protects each account against broker/dealer insolvency (not market losses) for up to $500,000, of which $100,000 may be in cash. In addition, Aetna Casualty and Surety Company protects each account for an additional $49,500,000 in securities value.
BBSI offers investors commission savings of up to 84% over full cost brokers and guarantees commissions 20% less than Charles Schwab & Co. on every stock, bond and option trade. BBSI customers may save an additional 10% in commissions with every trade entered via touch-tone telephone (Market Touch) or through proprietary PC software (Market Touch Plus).
Investors may also buy and sell listed and NASDAQ stocks for a flat $19.95 for up to 1,000 shares, $.02 per share thereafter through the internet at Bull & Bear Securities' web page, ebullbear.com. In addition to efficiency and low commissions, ebullbear.com customers receive free investment information on over 6,000 companies, plus quotes, charts, market averages, and free live market and business news through Reuters, one's of the world's leading news and financial information companies. BBSI customers are provided with free investment information from Standard & Poor's, including the year-end Stock Guide, Market Month, Stock Reports, Stock Screens, Industry Reports, The Outlook, and Emerging & Special Situations.
In May of 1997, BBSI became an AAdvantage Participant with American Airlines whereby BBSI customers may earn AAdvantage miles for their investing activities: 1,000 miles for opening an account, 200 miles for every trade, up to 2,000 miles for each full account transfer, up to 5,000 miles per year for maintaining account equity at certain levels, 500 miles for the first electronic trade and 500 miles per customer referral.
BBSI also offers its customers a no-fee cash management service featuring unlimited free check writing with no check writing minimum (Bull & Bear Performance Plus Account7), the Bull & Bear No-Fee IRA7, and Bull & Bear Mutual Funds Network (a no transaction fee, no-load mutual funds service).
Volatile stock markets could have a significant effect on the brokerage commissions earned by BBSI by affecting the number of transactions processed. BBSI is responsible for potential losses resulting from trade errors of BBSI personnel and customers' bad debts, including under-margined accounts. As a discount broker, BBSI does not give investment advice and therefore management believes it is less likely to be involved in significant litigation with customers, as may be typical in the ordinary course of business of a broker that does give investment advice to its customers.
FORWARD-LOOKING INFORMATION Information or statements provided by or on behalf of the Company from time to time, including those within this Form 10-K Annual Report, may contain certain "forward-looking information", including information relating to anticipated growth in revenues or earnings per share, anticipated changes in the amount and composition of assets under management and discount brokerage customers' equity and trading, anticipated expense levels, and expectations regarding financial market conditions. The Company cautions readers that any forward-looking information provided by or on behalf of the Company is not a guarantee of future performance and that actual results may differ materially from those in forward-looking information as a result of various factors, including but not limited to those discussed below. Further, such forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
The Company's future revenues may fluctuate due to factors such as: the total value and composition of assets under management and discount brokerage customers' equity and trading, and related cash inflows or outflows in mutual funds and discount brokerage firms; fluctuations in the financial markets resulting in appreciation or depreciation of assets under management and discount brokerage customers' equity and trading; the relative investment performance of the Company's sponsored investment products as compared to competing products and market indices; the expense ratios and fees of the Company's sponsored products and services; investor sentiment and investor confidence in mutual funds and discount brokerage firms; the ability of the Company to maintain investment management fees and brokerage commissions at current levels; competitive conditions in the mutual funds and discount brokerage industries; the introduction of new mutual funds and investment products and new discount brokerage services; the ability of the Company to contract with the Funds for payment for administrative services offered to the Funds and Fund shareholders; the continuation of trends in the retirement plan marketplace favoring defined contribution plans and participant-directed investments; and the amount and timing of income from the Company's investment portfolio.
The Company's future operating results are also dependent upon the level of operating expenses, which are subject to fluctuation for the following or other reasons: changes in the level of advertising expenses in response to market conditions or other factors; variations in the level of compensation expense incurred by the Company, including performance-based compensation based on the Company's financial results, as well as changes in response to the size of the total employee population, competitive factors, or other reasons; expenses and capital costs, including depreciation, amortization and other non-cash charges, incurred by the Company to maintain its administrative and service infrastructure; and unanticipated costs that may be incurred by the Company from time to time to protect investor accounts and client goodwill.
The Company's revenues are substantially dependent on revenues from the Funds, which could be adversely affected if the independent directors of one or more of the Funds determined to terminate or renegotiate the terms of one or more investment management agreements.
The Company's business is also subject to substantial governmental regulation, and changes in legal, regulatory, accounting, tax, and compliance requirements may have a substantial effect on the Company's business and results of operations, including but not limited to effects on the level of costs incurred by the Company and effects on investor interest in mutual funds in general or in particular classes of mutual funds.
ITEM 2.
ITEM 2. PROPERTIES
The principal office of the Company is located at 11 Hanover Square, New York, New York 10005. The approximate area of the office is 11,400 square feet. The rent is approximately $144,000 per annum plus $32,550 per annum for electricity. The lease expires on December 31, 1998 and is cancelable at the option of the Company on three months' notice. BBSI has a branch office at 395 East Palmetto Boulevard, Boca Raton, Florida consisting of approximately 2,000 square feet. A portion of the rent is approximately $55,000 per annum and the lease expires on August 30, 1999.
Performance Properties purchased land and a two story office building located in Red Bank, New Jersey in 1994. The building consists of approximately 13,000 square feet. The building was purchased for cash, has no mortgage and was purchased as an investment. A portion of the second floor of the building is currently being rented under a five-year lease to a tenant. The current rent is approximately $33,000 per annum and increases each year over the life of the lease.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company and its directors are defendants in a lawsuit brought on April 24, 1995 by Maxus Investment Group, Maxus Capital Partners, Maxus Asset Management, Inc., and Maxus Securities Corp. (collectively "Maxus"), which now claim to collectively own or control 144,000 shares, or approximately 10.7% of the Class A common stock of the Company. The action, seeking declaratory and injunctive relief, was filed in the federal district court for the Southern District of New York and purports to be brought on the plaintiffs' own behalf and derivatively on behalf of the Company. On April 11, 1996, the district court dismissed as a matter of law all claims brought by the plaintiffs except those relating to the voiding of 1993 exercises, the exercise of certain 1990 stock options and plaintiffs' request for attorneys' fees from the Company. Defendants thereafter filed answers denying liability. The Company believes that the lawsuit is without merit and intends to continue defending the remaining claims vigorously.
Although a group called Karpus Investment Management ("KIM") previously failed to elect its slate of nominees in opposition to management at the 1997 annual meeting of stockholders of Bull & Bear U.S. Government Securities Fund, Inc. ("BBG"), a closed-end fund managed by BBAI, another BBG annual meeting is scheduled for 1998. In addition, on February 19, 1998, BBG filed a lawsuit against KIM in the United States District Court for the Southern District of New York, 98 Civ. 1190, and KIM filed a lawsuit against BBG in the Circuit Court for Baltimore City, Maryland, Case No. 9805005. The outcome of these matters and their effect on the Company or BBAI's management agreement with BBG cannot be predicted with certainty.
From time to time, the Company and/or its subsidiaries are threatened or named as defendants in litigation arising in the normal course of business. As of December 31, 1997, neither the Company nor any of its subsidiaries was involved in any other litigation that, in the opinion of management, would have a material adverse impact on the consolidated financial statements.
PART II
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS DURING FOURTH QUARTER OF THE YEAR ENDED DECEMBER 31, 1997 - -------
By unanimous written consent of the Class B shareholder on October 29, 1997, the actions of the Board of Directors of the Company in adopting the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan, As Amended, were ratified and approved.
ITEM 5.
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Class A Common Stock trades on the Nasdaq SmallCap Market tier of the Nasdaq Stock Market under the symbol BNBGA. The Company's Class B Common Stock has no public trading market. There are approximately 300 holders of record of Class A Common Stock and 1 holder of Class B Common Stock as of December 31, 1997. In addition, there are an indeterminate number of beneficial owners of Class A Common Stock that are held in "street name". No dividends have been paid on either class of Common Stock in the past five years and the Company does not expect to pay any such dividends in the foreseeable future. The high and low sales prices of the Class A Common Stock during each quarterly period over the last two years were as follows:
1997 1996 -------------- -------------- HIGH LOW HIGH LOW First Quarter $4-3/8 $2-3/4 $6-3/4 $1-5/8 Second Quarter $4-3/8 $2-7/8 $5-3/8 $3-1/4 Third Quarter $3-1/8 $2-5/8 $4 $2-1/2 Fourth Quarter $3-5/16 $2-1/4 $3-1/4 $2-7/8
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data for the five years ended December 31, 1997 is presented on the following pages.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1997 Compared to 1996 Total revenues for the year decreased $429,595 or 5.8%. Management and distribution fees decreased $215,407 or 6.9% and $429,986 or 27.4%, respectively, and shareholder administration fees increased $36,395 or 14.6%. The decrease in management and distribution fees was due to an overall decrease in the net asset levels of the Funds from which these revenues are generated. Shareholder administration fees represent reimbursement for actual expenses incurred. Such fees increase as the costs for providing these services increase. Net assets under management were approximately $401 million to December 31, 1996, $359 million at March 31, 1997, $328 million at June 30, 1997, $353 million at September 30, 1997 and $274 million at December 31, 1997. Brokerage commissions increased $100,289 or 4.3% while brokerage customers' equity increased to $244 million or 30%. The increase in brokerage commissions was due to an increase in customer transaction activity. Dividends, interest and other income increased $79,114 or 55.7% primarily due to gains on sales of investments.
Total expenses, including income taxes decreased $1,375,845 or 17.8% for the year. General and administrative expenses decreased $136,695 or 3.4%. Marketing expenses decreased $740,247 or 40.6% due to lower marketing costs for the Midas Fund. Clearing and brokerage charges decreased $87,123 or 12.3% due to the savings from a new clearing agreement beginning July 1996. Subadvisory fees decreased $317,655 or 45.0% because of lower net assets in the Midas Fund. Professional fees decreased $95,457 or 32.2% due to lower litigation costs relating to the Maxus lawsuit. Amortization and depreciation decreased $6,124 or 4.4% for the year.
Net income for 1997 was $625,725 or $.46 per share as compared to net loss of $320,525 or $.23 per share in 1996.
1996 COMPARED TO 1995 Total revenues for the year increased $2,125,982 or 40.2%. Management and distribution fees increased $1,429,766 or 85.5% and $284,319 or 22.1%, respectively, and shareholder administration fees decreased $113,488 or 31.2%. The increase in management and distribution fees was due to an overall increase in the net asset levels of the Funds from which these revenues are generated. Shareholder administration fees represent reimbursement for actual expenses incurred. Such fees decreased as the costs for providing these services decreased. Net assets under management were approximately $237.4 million at December 31, 1995, $317.6 million at March 31, 1996, $393.2 million at June 30, 1996, $432.1 million at September 30, 1996, and $400.9 million at December 31, 1996. Brokerage commissions increased $530,470 or 29.1% while brokerage customers' equity increased to $187 million or 28%. The increase in brokerage commissions was due to an increase in customer transaction activity and the continued growth in the number of discount brokerage accounts and customers' equity. Dividends, interest and other amounted to $142,084 in 1996 compared to $147,169 in 1995. Dividends and interest decreased $5,085 or 3.5% due to lower earnings on the Company's short term investments.
Total expenses increased $2,608,223 or 51.1% for the year. General and administrative expenses increased $845,104 or 26.4% because of higher compensation, higher bonuses paid to employees of the Company relating to the growth in the Company's businesses and higher expense reimbursements for the Funds. Marketing expenses increased $1,042,271 or 133.8% primarily related to the launching of the Midas Fund during the first six months of 1996. In addition, the Company incurred increased marketing expenses relating to the introduction of Bull & Bear Online Investment Center and the promotion of the American Airlines7 AAdvantage Miles7 program through Bull & Bear Securities, Inc. Clearing and brokerage charges increased $132,439 or 23.0% because of an increased level of discount brokerage customer transactions processed. Professional fees decreased $135,060 or 31.3% due to lower litigation costs relating to the Maxus lawsuit. Subadvisory fees increased $682,752 because of the growth in assets of the Midas Fund. Amortization and depreciation increased $40,717 or 41.8% for the year.
Net loss for 1996 was $320,525 or $.22 per share as compared to net income of $156,376 or $.10 per share in 1995.
LIQUIDITY AND CAPITAL RESOURCES The following table reflects the Company's consolidated working capital, total assets, long-term debt and shareholders' equity as of the dates indicated.
DECEMBER 31, 1997 1996 1995 ---- ---- ---- Working Capital $2,662,917 $2,293,200 $2,792,059 Total Assets $4,827,074 $4,273,110 $4,963,792 Long-Term Debt $ 7,460 $ 22,093 $ - Shareholders' Equity $4,455,111 $3,917,886 $4,170,095
For the year ended 1997, working capital, total assets and shareholders' equity increased $369,717, $553,964 and $537,225, respectively. Long-term debt decreased $14,633.
Working capital increased primarily as a result of the net income and the non-cash items of depreciation and amortization for 1997 offset by improvements to real estate held for investment, purchases of equipment and the decrease in unrealized capital gains on marketable securities. The increase in shareholders' equity was primarily the result of the net income for 1997 of $625,725 offset by the decrease in unrealized capital gains on marketable securities of $88,500. Total assets increased primarily as a result of the net income for 1997 offset by the decrease in unrealized capital gains on marketable securities of $88,500. Long-term debt decreased due to payments on the capitalized lease obligations.
For the year ended 1996, working capital, total assets and shareholders' equity decreased $498,859, $690,682 and $252,209, respectively. Long-term debt increased $22,093.
Working capital decreased as a result of the net loss for 1996 and the acquisition of intangible assets and fixed assets offset by the non-cash items of depreciation and amortization. The decrease in shareholders' equity was primarily the result of the net loss for 1996 of $320,525 offset by the issuance of common stock on exercise of stock options of $3,750 and the increase in unrealized capital gains on marketable securities of $64,566. Total assets decreased as a result of the net loss and the decrease in current liabilities offset by the increase in unrealized gains on marketable securities. Long-term debt increased due to the capitalized lease obligations for equipment.
For the year 1995, working capital, total assets and shareholders' equity increased $12,337, $723,551 and $260,396, respectively.
Working capital increased as a result of the net income for 1995, the non-cash expense items of depreciation and amortization offset by the acquisition of intangible assets and fixed assets. The increase in shareholders' equity was primarily the result of the net income for 1995 of $156,376, the issuance of common stock on exercise of stock options of $33,000 and the unrealized capital gains on marketable securities of $66,020. Total assets increased as a result of net income, the unrealized gains on marketable securities and the increase in current liabilities.
Management knows of no contingencies that are reasonably likely to result in a material decrease in the Company's liquidity or that are likely to adversely affect the Company's capital resources. This includes the restrictions placed on the transfer of funds to the Company from BBSI and ISC as a result of their regulatory net capital requirements. At December 31, 1997, the amount subject to these restrictions was $275,000 or 5.7% of total assets.
EFFECTS OF INFLATION AND CHANGING PRICES Since the Company derives revenue from investment management, distribution and shareholder administration services from the Funds and from discount brokerage services, it is not possible for it to discuss or predict with accuracy the impact of inflation and changing prices on its revenues from continuing operations.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements required by Regulation S-X and Supplementary Financial Information required by Regulation S-K are presented herein.
FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
PAGE
Report of Independent Certified Public Accountants 13
Consolidated Balance Sheets, December 31, 1997 and 1996 14
Consolidated Statements of Income, Years ended December 31, 1997, 1996 and 1995 15
Consolidated Statements of Changes in Shareholders' Equity, Years ended December 31, 1997, 1996 and 1995 16
Consolidated Statements of Cash Flows, Years ended December 31, 1997, 1996 and 1995 17
Notes to Consolidated Financial Statements 19
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
THE BOARD OF DIRECTORS AND SHAREHOLDERS OF BULL & BEAR GROUP, INC.:
We have audited the accompanying consolidated balance sheets of Bull & Bear Group, Inc. and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1997. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Bull & Bear Group, Inc. and subsidiaries at December 31, 1997 and 1996, and the consolidated results of their operations and their consolidated cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles.
TAIT, WELLER & BAKER
PHILADELPHIA, PENNSYLVANIA FEBRUARY 19, 1998
BULL & BEAR GROUP, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31,
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
BULL & BEAR GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31,
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
BULL & BEAR GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
BULL & BEAR GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
YEARS ENDED DECEMBER 31,
SUPPLEMENTAL DISCLOSURE:
The Company did not pay any Federal income taxes in 1997, 1996 or 1995.
The Company paid $916 and $1,309 in interest in 1997 and 1996 and no interest in 1995.
Common stock received and retired in exchange for exercise of stock options was $261,020 in 1995.
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS Bull & Bear Group, Inc. ("Company") is a holding company. Its subsidiaries' business consists of providing investment management, distribution and shareholder administration services for the Bull & Bear Funds, Midas Fund and Rockwood Fund ("Funds") and discount brokerage services.
BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and all of its subsidiaries. Substantially all intercompany accounts and transactions have been eliminated.
ACCOUNTING ESTIMATES In preparing financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities approximate fair value because of the short maturity of these items. Marketable securities are recorded at market value which represents the fair value of the securities.
CASH AND CASH EQUIVALENTS Investments in money market funds are considered to be cash equivalents. At December 31, 1997 and 1996, the Company and subsidiaries had invested approximately $260,300 and $657,500, respectively, in an affiliated money market fund.
MARKETABLE SECURITIES The Company and its non-broker/dealer subsidiaries' marketable securities are considered to be "available-for- sale" and recorded at market value, with the unrealized gain or loss included in stockholders' equity. Marketable securities for the broker/dealer subsidiaries are valued at market with unrealized gains and losses included in earnings.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK In the normal course of business, the Company's customer activities involve the execution and settlement of customer transactions. These activities may expose the Company to risk of loss in the event the customer is unable to fulfill its contracted obligations, in which case the Company may have to purchase or sell financial instruments at prevailing market prices. Any loss from such transactions is not expected to have a material effect on the Company's financial statements.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1997, 1996 AND 1995
BROKERAGE INCOME AND EXPENSES Brokerage commission and fee income and clearing and brokerage expenses are recorded on a settlement date basis. The difference between recording such income and expenses on a settlement date basis as opposed to trade date, as required by generally accepted accounting principles, is not material to the consolidated financial statements.
INCOME TAXES The Company and its wholly-owned subsidiaries file consolidated income tax returns. The Company's method of accounting for income taxes conforms to Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes." This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities.
REAL ESTATE HELD FOR INVESTMENT AND EQUIPMENT Real estate held for investment is recorded at cost and is depreciated on the straight-line basis over its estimated useful life. At December 31, 1997 and 1996, accumulated depreciation amounted to approximately $51,600 and $27,400, respectively. Equipment, furniture and fixtures are recorded at cost and are depreciated on the straight-line basis over their estimated useful lives, 3 to 10 years. At December 31, 1997 and 1996, accumulated depreciation amounted to approximately $818,900 and $749,300, respectively.
EXCESS OF COST OVER NET BOOK VALUE OF SUBSIDIARIES The excess of cost over net book value of subsidiaries is capitalized and amortized over fifteen and forty years using the straight-line method. At December 31, 1997 and 1996, accumulated amortization amounted to approximately $623,400 and $585,100, respectively. Periodically, the Company reviews its intangible assets for events or changes in circumstances that may indicate that the carrying amounts of the assets are not recoverable.
EARNINGS PER SHARE The Company adopted Statement of Financial Accounting Standards No. 128 "Earnings Per Share" in 1997. The earnings per share for 1996 and 1995 have been restated to conform to the provisions of this statement. Basic earnings per share is computed using the weighted average number of shares outstanding. Diluted earnings per share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to outstanding options to purchase common stock.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1997, 1996 AND 1995
The following table sets forth the computation of basic and diluted earnings per share:
1997 1996 1995 ---- ---- ---- Numerator for basic and diluted earnings per share: Net income (loss) $ 625,725 $ (320,525) $ 156,376 =========== ============ ===========
Denominator: Denominator for basic earnings per share weighted-average shares 1,370,017 1,369,555 1,499,516 Effect of dilutive securities: Employee Stock Options 98,235 - 50,299 ------------ ------------ -----------
Denominator for diluted earnings per share adjusted weighted average shares and assumed conversions 1,468,252 1,369,555 1,549,815 =========== =========== ===========
RECLASSIFICATIONS Certain reclassifications of the 1996 and 1995 financial statements have been made to conform to the 1997 presentation.
2. ACQUISITION
During the year ended December 31, 1996, the Company acquired the management of Rockwood Fund for approximately $31,300. This purchase was capitalized as part of excess of cost over net book value and is being amortized over 15 years using the straight-line method.
During the year ended December 31, 1995, the Company purchased the assets relating to the management of Midas Fund, Inc. for $182,500, plus related costs of approximately $84,900. In addition, the Company expended approximately $35,500 in connection with this purchase in 1996. This purchase was capitalized as part of excess of cost over net book value and is being amortized over 15 years using the straight-line method.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1997, 1996 AND 1995
3. MARKETABLE SECURITIES
At December 31, 1997, marketable securities consisted of: Broker/dealer securities - at market U.S. Treasury Notes, due 6/30/99 - 9/30/00 (cost $1,260,380) $1,265,943 ---------- Other companies Available-for-sale securities - at market Unaffiliated mutual funds 36,324 Affiliated mutual funds 3,157 Equity securities 186,884 U.S. Treasury Notes, due 9/30/00 353,720 ------------ Total available-for-sale securities (cost - $537,999) 580,085 ------------ $1,846,028
At December 31, 1996, marketable securities consisted of: Broker/dealer securities - at market U.S. Treasury Notes, due 5/15/97 - 6/30/99 (cost $956,925) $ 961,000 -----------
Other companies Available-for-sale securities - at market Unaffiliated mutual funds 37,251 Affiliated mutual funds 7,662 Equity securities 170,634 ------------ Total available-for-sale securities (cost - $84,961) 215,547 ------------ $1,176,547
At December 31, 1997 and 1996, the Company had $42,086 and $130,586, respectively, of unrealized gains on "available-for-sale securities" which is reported as a separate component of consolidated shareholders' equity.
4. LEASE COMMITMENTS
The Company has a lease for approximately 11,400 square feet of office space. The rent is approximately $144,000 per annum plus $32,550 per annum for electricity. The lease expires December 31, 1998 and is cancelable at the option of the Company on three months' notice. In addition, the Company's discount broker/dealer has a branch office in Boca Raton, Florida consisting of approximately 2,000 square feet. The rent is approximately $55,000 per annum and expires on August 30, 1999.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1997, 1996 AND 1995
The Company leases office equipment under capital leases expiring in 1999. The related property is included in furniture and equipment at a cost of $45,457 at December 31, 1997. Depreciation expense of $29,042 has been recognized on this property as of December 31, 1997. Future annual minimum lease payments under the capital leases together with the present value of the net minimum lease payments are as follows:
YEAR ENDING DECEMBER 31, 1998 $14,188 1999 7,586 --------- Total minimum lease payments 21,774 Less amount representing interest and executory costs 670 ---------- Present value of minimum lease payments $ 21,104 =========
5. SHAREHOLDERS' EQUITY
The Class A and Class B Common Stock are identical in all respects except for voting rights, which are vested solely in the Class B Common Stock. The Company also has 1,000,000 shares of Preferred Stock, $.01 par value, authorized. As of December 31, 1997 and 1996, none of the Preferred Stock was issued.
6. NET CAPITAL REQUIREMENTS
The Company's broker/dealer subsidiaries are member firms of the National Association of Securities Dealers, Inc. and are registered with the Securities and Exchange Commission as broker/dealers. Under the Uniform Net Capital Rule (Rule 15c3-1 under the Securities Exchange Act of 1934), a broker/dealer must maintain minimum net capital, as defined, of not less than (a) $250,000 or, when engaged solely in the sale of redeemable shares of registered investment companies, $25,000, or (b) 6-2/3% of aggregate indebtedness, whichever is greater; and a ratio of aggregate indebtedness to net capital, as defined, of not more than 15 to 1. At December 31, 1997, these subsidiaries had net capital of approximately $553,700 and $614,900; net capital requirements of $250,000 and $25,000; excess net capital of approximately $303,700 and $589,900; and the ratios of aggregate indebtedness to net capital were approximately .45 to 1 and .28 to 1, respectively.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1997, 1996 AND 1995
7. STOCK OPTIONS
On December 6, 1995, the Company adopted a Long-Term Incentive Plan which provides for the granting of a maximum of 300,000 options to purchase Class A Common Stock to directors, officers and key employees of the Company or its subsidiaries. The plan was amended on February 5, 1996 and October 29, 1997 increasing the maximum number of options to 450,000. With respect to non-employee directors, only grants of non-qualified stock options and awards of restricted shares are available. The current two non-employee directors were granted 10,000 options each on December 6, 1995 and 5,000 options each on October 29, 1997. The option price per share may not be less than the fair value of such shares on the date the option is granted, and the maximum term of an option may not exceed ten years except as to non-employee directors for which the maximum term is five years. If the recipient of any option owns 10% or more of the Class B shares, the option price must be at least 110% of the fair market value and the option must be exercised within five years of the date the option is granted.
The 1990 Incentive Stock Option Plan provided for the granting of a maximum of 500,000 options to purchase Class A Common Stock to directors, officers and key employees of the Company. The option price per share may not be less than the greater of 100% of the fair market value or the par value of such shares on the date the option is granted, and the maximum term of an option may not exceed ten years. If the recipient of any option owns 10% or more of the total combined voting power of all classes of stock, the option price must be at least 110% of the fair market value and the option must be exercised within five years of the date the option is granted.
The Company applied APB Opinion 25 and related interpretations in accounting for its stock option plans. Accordingly, no compensation cost has been recognized for its stock option plans. Proforma compensation cost for the Company's plans is required by Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation (SFAS 123)" and has been determined based on the fair value at the grant dates for awards under these plans consistent with the method of SFAS 123. For purposes of proforma disclosure, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's proforma information follows:
YEARS ENDED DECEMBER 31, 1997 1996 ---- ---- Net income (loss): As Reported $625,725 $(320,525) Proforma $246,394 $(463,738) Earnings per share Basic As Reported $.46 $(.23) Proforma $.18 $(.34) Diluted As Reported $.43 $(.23) Proforma $.17 $(.34)
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 1997 and 1996, respectively: expected volatility of 92.83% and 93.82%, risk-free interest rate of 5.85% and 5.29% and expected life of three years and five years.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1997, 1996 AND 1995
A summary of the status of the Company's stock option plans as of December 31, 1997 and 1996, and changes during the years ending on those dates is presented below:
WEIGHTED NUMBER AVERAGE OF EXERCISE STOCK OPTIONS SHARES PRICE ------------- -------- -------- OUTSTANDING AT DECEMBER 31, 1995 49,000 $1.76 Granted 229,000 $2.04 Exercised (2,000) $1.88 Canceled (27,000) $1.91 -------- OUTSTANDING AT DECEMBER 31, 1996 249,000 $2.00 Granted 167,000 $2.53 Canceled (34,000) $1.97 -------- OUTSTANDING AT DECEMBER 31, 1997 382,000 $2.23 =======
There were 146,000 options exercisable at December 31, 1997 with a weighted-average exercise price of $2.37. There were no options exercisable at December 31, 1996. The weighted-average fair value of options granted was $1.41 and $1.42 for the years ended December 31, 1997 and 1996, respectively.
The following table summarizes information about stock options outstanding at December 31, 1997:
OPTIONS OUTSTANDING
WEIGHTED-AVERAGE RANGE OF NUMBER REMAINING WEIGHTED-AVERAGE EXERCISE PRICES OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE --------------- ----------- ------------------- ------------------ $1.50 - $1.625 15,000 2.0 years $1.52 $1.875 - $2.475 334,000 3.8 years $2.20 $2.75 - $3.00 33,000 4.0 years $2.92
In addition, there were 30,000 non-qualified stock options with a range of exercise prices of $1.75 - $2.25 outstanding and exercisable as of December 31, 1997.
PENSION PLAN
The Company has a 401(k) retirement plan for substantially all of its qualified employees. Contributions to this are based upon a percentage of earnings of eligible employees and are accrued and funded on a current basis. Total pension expense for the years ended December 31, 1997, 1996 and 1995 was approximately $44,800, $39,900 and $31,100, respectively.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1997, 1996 AND 1995
9. INCOME TAXES
The provision for income taxes charged to operations was as follows:
1997 1996 1995 ---- ---- ---- Current State and local $34,704 $27,248 $32,588 Federal - - - ------------ ------------ --------- $34,704 $27,248 $32,588 ======= ======= =======
Deferred tax assets (liabilities) are comprised of the following at December 31, 1997 and 1996:
1997 1996 ---- ---- Unrealized appreciation on investments $ (16,200) $ (45,800) Net operating loss carryforwards 277,100 509,500 ---------- ---------- Net deferred tax assets 260,900 463,700 Deferred tax asset valuation allowance (260,900) (463,700) ---------- ----------- Net deferred tax assets $ - $ - ======== ========
The full amount of the deferred tax asset was offset by a valuation allowance due to uncertainties associated with the ultimate realization of the net operating loss carryforwards. The change in the valuation allowance for the year ended December 31, 1997 was the result of the net income for the year and the decrease in the unrealized appreciation on investments.
For the year ended December 31, 1997, the provision for income taxes differs from the amount of income taxes determined by applying the applicable U.S. statutory federal tax rates to pre-tax income as a result of utilization of net operating loss carryforwards.
At December 31, 1997, the Company had net operating loss carryforwards for Federal income tax purposes of approximately $815,000, of which $298,600, $187,800, $62,700 and $265,900 expire in 2004, 2005, 2006 and 2011, respectively.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1997, 1996 AND 1995
10. RELATED PARTIES
All management and distribution fees are from providing services to the Funds. All such services are provided pursuant to agreements that set forth the fees to be charged for these services. These agreements are subject to annual review and approval by each Fund's Board of Directors and a majority of the Fund's non-interested directors. Shareholder administration fees represent reimbursement of costs incurred by subsidiaries of the Company on behalf of the open-end Funds. Such reimbursement amounted to approximately $286,100, $249,700 and $363,200 for the years ended December 31, 1997, 1996 and 1995, respectively.
In connection with investment management services, the Company's investment managers waived management fees from the Funds in the amount of approximately $615,700, $535,900 and $270,200 for the years ended December 31, 1997, 1996 and 1995, respectively.
Certain officers of the Company also serve as officers and/or directors of the Funds.
Commencing August 1992, the Company has a key man life insurance policy on the life of the Company's Chairman which provides for the payment of $1,000,000 to the Company upon his death. As of December 31, 1997, the policy had a cash surrender value of approximately $109,000 and is included in other assets in the balance sheet.
The Company's discount broker/dealer received brokerage commissions of approximately $259,400, $179,500 and $153,200 from the Funds for the years ended December 31, 1997, 1996 and 1995, respectively.
BULL & BEAR GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 1997, 1996 AND 1995
11. CONTINGENCIES
The Company and its directors are defendants in a lawsuit brought on April 24, 1995 by Maxus Investment Group, Maxus Capital Partners, Maxus Asset Management, Inc., and Maxus Securities Corp. (collectively "Maxus"), which now claim to collectively own or control 144,000 shares, or approximately 10.7% of the Class A Common stock of the Company. The action, seeking declaratory and injunctive relief, was filed in the federal district court for the Southern District of New York and purports to be brought on the plaintiffs' own behalf and derivatively on behalf of the Company. On April 11, 1996, the district court dismissed as a matter of law all claims brought by the plaintiffs except those relating to the voiding of 1993 exercises, the exercise of certain 1990 stock options and plaintiffs' request for attorneys' fees from the Company. Defendants thereafter filed answers denying liability. The Company believes that the lawsuit is without merit and intends to continue defending the remaining claims vigorously.
Although a group called Karpus Investment Management ("KIM") previously failed to elect its slate of nominees in opposition to management at the 1997 annual meeting of stockholders of Bull & Bear U.S. Government Securities Fund, Inc. ("BBG"), a closed-end fund managed by BBAI, another BBG annual meeting is scheduled for 1998. In addition, on February 19, 1998, BBG filed a lawsuit against KIM in the United States District Court for the Southern District of New York, 98 Civ. 1190, and KIM filed a lawsuit against BBG in the Circuit Court for Baltimore City, Maryland, Case No. 9805005. The outcome of these matters and their effect on the Company or BBAI's management agreement with BBG cannot be predicted with certainty.
From time to time, the Company and/or its subsidiaries are threatened or named as defendants in litigation arising in the normal course of business. As of December 31, 1997, neither the Company nor any of its subsidiaries was involved in any other litigation that, in the opinion of management, would have a material adverse impact on the consolidated financial statements.
In July 1994, the Company entered into a Death Benefit Agreement ("Agreement") with the Company's Chairman. Following his death, the Agreement provides for annual payments equal to 80% of his average annual salary for the three year period prior to his death subject to certain adjustments to his wife until her death. The Company's obligations under the Agreement are not secured and will terminate if he leaves the Company's employ under certain conditions.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with the Company's accountants on accounting and financial disclosure matters during the two years ended December 31, 1997.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The following list contains the names, ages, positions and lengths of service of all directors and executive officers of the Company.
NAME POSITION YEARS OF SERVICE AGE DIRECTOR OFFICER
Bassett S. Winmill Chairman of the Board 21 21 68
Robert D. Anderson Vice Chairman of the Board 21 21 68
Mark C. Winmill Co-President, 9 11 40 Chief Financial Officer, Director
Thomas B. Winmill, Esq. Co-President, 9 10 38 General Counsel, Director
Edward G. Webb, Jr. Director 12* - 58
Charles A. Carroll Director 6 - 67
Steven A. Landis Senior Vice President - 3 42
James R. Mitchell, II Senior Vice President - 4 36
Joseph Leung Treasurer, - 3 32 Chief Accounting Officer
Deborah Ann Sullivan Vice President, Secretary - 1 28
* 1985 TO 1990 AND 1992 TO PRESENT.
Set forth below is a description of the business experience of the directors and executive officers of the Company during the past five years.
BASSETT S. WINMILL - Chairman of the Board of Directors. He is also Chairman of certain investment companies managed by Company subsidiaries. He is a member of the New York Society of Security Analysts, the Association for Investment Management and Research, and the International Society of Financial Analysts.
ROBERT D. ANDERSON - Vice Chairman of the Board of Directors. He is also Vice Chairman of certain investment companies managed by Company subsidiaries and of the subsidiaries of the Company.
MARK C. WINMILL - Co-President, Chief Financial Officer and Director. He is also President of Bull & Bear Securities, Inc. and Co-President of the investment companies managed by Company subsidiaries and of certain other subsidiaries of the Company. He is a son of Bassett S. Winmill and a brother of Thomas B. Winmill.
THOMAS B. WINMILL, ESQ. - Co-President, General Counsel and Director. He is also President of Bull & Bear Advisers, Inc. and Co-President of the investment companies managed by Company subsidiaries and of certain other subsidiaries of the Company. He is a member of the New York State Bar. He is a son of Bassett S. Winmill and a brother of Mark C. Winmill.
EDWARD G. WEBB, JR. - Director. He has been President of Webb Associates, Ltd. since 1996. From 1990 to 1996, he was Investment Director for Home Insurance Company. Prior to that, he served as a Senior Vice President and Director of the Company.
CHARLES A. CARROLL - Director. From 1989 to the present, he has been affiliated with Kalin Associates, Inc., a member firm of the New York Stock Exchange.
STEVEN A. LANDIS - Senior Vice President. He is also Senior Vice President of the investment companies managed by Company subsidiaries. From 1993 to 1995 he was Associate Director of Proprietary Trading at Barclays De Zoete Wedd Securities, Inc., from 1992 to 1993 he was Director, Bond Arbitrage at WG Trading Company, and from 1989 to 1992 he was Vice President of Wilkinson Boyd Capital Markets.
JAMES R. MITCHELL, II - Senior Vice President. He is also Senior Vice President of BBSI since 1994. From 1992 to 1994 he was Vice President of BBSI.
JOSEPH LEUNG, CPA - Treasurer and Chief Accounting Officer. He is also Treasurer and Chief Accounting Officer of the investment companies managed by Company subsidiaries. From 1992 to 1995 he held various positions with Coopers & Lybrand L.L.P., a public accounting firm. From 1991 to 1992 he was the accounting supervisor at Retirement Systems Group, a mutual fund company.
DEBORAH ANN SULLIVAN - Vice President, Secretary. She is also Vice President and Secretary of the investment companies managed by Company subsidiaries. From 1993 to 1994 she was a Blue Sky Paralegal for Sun America Asset Management Corporation and from 1992 through 1993 she was Compliance Administrator and Blue Sky Administrator with Prudential Inc. and Prudential Fund Management, Inc. She earned her Juris Doctor at Hofstra University, School of Law.
Each director is elected by the vote or written consent of the holder of a majority of the Class B Common Stock and holds office until the next meeting of the Class B common stockholder and until his successor is elected and qualified, or until his earlier death, resignation or removal.
Based solely on the information from Forms 3, 4, and 5 furnished to it, the Company believes that the directors, officers, and owners of more than 10 percent of the Class A Common Stock of the Company have filed on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934 during the most recent fiscal year or prior fiscal years except as follows: Bassett S. Winmill with respect to transactions in April 1997 filed a Form 4 on May 5, 1997, and amendments thereto on May 16, 1997 and March 24, 1998, and an amended Form 5 on March 24, 1998.
Based on information available to the Company, including a December 4, 1996 letter from Maxus' counsel, Maxus (See Note 11) owns 144,000 shares or 10.7% of the outstanding Class A Common Stock of the Company. Such entities have not furnished the Company with any form under Section 16 of the Securities Exchange Act of 1934.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following information and tables set forth the information required under the Securities and Exchange Commission's executive compensation rules. Any information not presented is omitted because the item is not applicable or not required since the Company qualifies as a small business issuer.
SUMMARY COMPENSATION TABLE The following table sets forth, for the three years ended December 31, 1997, the compensation paid to the chief executive officers and the other executive officers whose total annual salary and bonus exceeded $100,000 in 1997.
SUMMARY COMPENSATION TABLE
* Information omitted as perquisites do not exceed the lesser of $50,000 or 10% of the total annual salary and bonus for the year for the named executive officers.
(A) Represents term life insurance (B) Represents Company's matching contributions to 401(k) Plan.
OPTION GRANTS TABLE The following table sets forth, for the year ended December 31, 1997, information regarding the options granted to each of the executive officers named in the Summary Compensation Table.
All of the above options are exercisable as of December 31, 1997.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE The following table sets forth, for the year ended December 31, 1997, information regarding the outstanding options for each of the executive officers named in the Summary Compensation Table.
NUMBER OF SECURITIES VALUE OF UNDERLYING UNEXERCISED NUMBER OF UNEXERCISED IN-THE-MONEY SHARES OPTIONS AT OPTIONS AT ACQUIRED DOLLAR 12-31-97 (#) 12-31-97 ($) ON VALUE EXERCISABLE/ EXERCISABLE/ NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
Bassett S. Winmill - - 40,000/50,000 $21,000/$46,875 Mark C. Winmill - - 40,000/50,000 $21,000/$46,875 Thomas B. Winmill - - 40,000/50,000 $21,000/$46,875 Robert D. Anderson - - 5,000/20,000 $3,750/$22,500 Steven A. Landis - - 0/20,000 $0/$22,500
LONG-TERM INCENTIVE PLAN AWARDS TABLE There were no long-term incentive plan awards made during the year ended December 31, 1997.
COMPENSATION OF DIRECTORS Edward G. Webb, Jr. and Charles A. Carroll were the only individuals who received compensation for their service as directors of the Company in 1997. They were each paid $500 per quarter as a retainer and $2,000 per quarterly meeting attended plus expenses. For the year ended December 31, 1997, Mr. Webb and Mr. Carroll were each paid $10,000 for attending all four meetings. Mr. Webb and Mr. Carroll each also received an option to purchase 5,000 shares of Class A Common Stock at an exercise price of $2.25 per share.
EMPLOYMENT CONTRACTS The Company has no employment or termination contracts with any of its employees except to the extent of the agreement described in Note 11 to the financial statements.
REPRICING OF OPTIONS TABLE During 1997, the Stock Option Committee amended the exercise price on the Stock Options issued to Mark C. Winmill and Thomas B. Winmill in 1996. The exercise price on the stock options was increased to $2.0625 from $1.875.
1995 LONG-TERM INCENTIVE PLAN On December 6, 1995, the Board of Directors of the Company ("Board") and the Class B voting common stockholder adopted the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan ("Plan"), under which options and stock-based awards (collectively, "Awards") may be made to directors, officers and employees of the Company or its subsidiaries. The Plan was amended by the Board and the Class B voting common stockholder on February 5, 1996 and October 29, 1997. The amended Plan is described below.
The purpose of the Plan is to assist the Company and its subsidiaries in attracting and retaining highly competent officers and directors and otherwise on behalf of the Company. The Plan also acts as an incentive in motivating selected officers and key employees to achieve long-term objectives of the Company, which will inure to the benefit of all stockholders of the Company. Any proceeds raised by the Company under the Plan will be used for working capital purposes.
GENERAL PROVISIONS Duration of the Plan; Share Authorization. The Plan will terminate on December 6, 2005, unless terminated earlier by the Board.
Four hundred fifty thousand (450,000) shares of the Company's Class A Common Stock ("Shares") are available for Awards under the Plan. The Shares to be offered under the Plan are authorized and unissued Shares, or issued Shares that have been reacquired by the Company and held in its treasury. Holders of Shares do not have voting rights except as specifically provided by the Delaware General Corporation Law.
Shares covered by any unexercised portions of terminated options, Shares forfeited by Participants, and Shares subject to any Awards that are otherwise surrendered by a Participant without receiving any payment or other benefit with respect thereto may again be subject to new Awards under the Plan. In the event the purchase price of an option or tax withholding relating to an Award is paid in whole or in part through the delivery of Shares, the number of Shares issuable in connection with the exercise of the option may not again be available for the grant of Awards under the Plan.
Plan Administration. The Plan is administered by the Board or Stock Option Committee ("Committee") of the Board. The Committee is composed of at least two directors of the Company, each of whom is a "Non-Employee Director" as defined in Rule 16b-3 promulgated by the SEC ("Rule 16b-3") under Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). When the Committee is administering the Plan, the Committee will determine the officers and other key employees who will be eligible for and granted Awards, determine the amount and type of Awards, establish and modify administrative rules relating to the Plan, impose such conditions and restrictions on Awards as it determines appropriate and take such other action as may be necessary or advisable for the proper administration of the Plan. The Committee may, with respect to Participants who are not subject to Section 16 of the Exchange Act, delegate such of its powers and authority under the Plan as it deems appropriate to certain officers or employees of the Company.
Plan Participants. Any employee of the Company or its subsidiaries, whether or not a director of the Company, may be selected by the Committee to receive an Award under the Plan. Non-Employee Directors shall receive such Awards (other than Incentive Stock Options) as the Board in its discretion may designate.
AWARDS AVAILABLE UNDER THE PLAN Awards to employees under the Plan may take the form of stock options or Restricted Share Awards. Awards under the Plan may be granted alone or in combination with other Awards. The consideration for issuance of Awards under the Plan is the continued services of the employees and non-employee directors to the Company and its subsidiaries.
Stock Options Granted to Employees. Stock options ("Incentive Stock Options") meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto ("Code"), and stock options that do not meet such requirements ("Non-Qualified Stock Options") are both available for grant to employees under the Plan.
The term of each option will be determined by the Committee, but no option will be exercisable more than ten years after the date of grant. If, however, an Incentive Stock Option is granted to a Participant who, at the time of grant of the option, owns (or is deemed to own under Section 424(d) of the Code) more than 10% (a "Ten Percent Shareholder") of the Company's Class B common stock, par value $0.01 per share ("Company Voting Securities"), the option is not exercisable more than five years after the date of grant. Options may also be subject to restrictions on exercise, such as exercise in periodic installments, performance targets and waiting periods, as determined by the Committee.
The exercise price of each option is determined by the Committee; however, the per share exercise price of an option must be at least equal to 100% of the Fair Market Value (as defined below) of a Share on the date of grant of such option. If, however, an Incentive Stock Option is granted to a Ten Percent Shareholder, the per share exercise price of the option must be at least equal to 110% of the Fair Market Value of a Share on the date of grant of such option. Fair Market Value of a Share means, as of any given date, the most recently reported sale price of a Share on such date as of the time when Fair Market Value is being determined on the principal national securities exchange on which the Shares are then traded or, if the Shares are not then traded on a national securities exchange, the most recently reported sale price of the Shares on such date as of the time when Fair Market Value is being determined on Nasdaq; provided, however, that, if there were no sales reported as of such date, Fair Market Value is the last sale price previously reported. In the event the Shares are not admitted to trade on a securities exchange or quoted on Nasdaq, the Fair Market Value of a Share as of any given date is as determined in good faith by the Committee. Notwithstanding the foregoing, the Fair Market Value of a Share will never be less than par value per share.
Subject to whatever installment exercise and waiting period provisions the Committee may impose, options may be exercised in whole or in part at any time prior to expiration of the option by giving written notice of exercise to the Company specifying the number of Shares to be purchased. Such notice must be accompanied by payment in full of the purchase price in such form as the Committee may accept (including payment in accordance with a cashless exercise program under which, if so instructed by the Participant, Shares may be issued directly to the Participant's broker or dealer upon receipt of the purchase price in cash from the broker or dealer). If and to the extent determined by the Committee in its discretion at or after grant, payment in full or in part may also be made in the form of Shares duly owned by the Participant (and for which the Participant has good title, free and clear of any liens and encumbrances) or by reduction in the number of Shares issuable upon such exercise based, in each case, on the Fair Market Value of the Shares on the date the option is exercised. In the case of an Incentive Stock Option, however, the right to make payment of the purchase price in the form of Shares may be authorized only at the time of grant.
Stock options granted under the Plan are not transferable except by will or the laws of descent and distribution and may be exercised, during the Participant's lifetime, only by the Participant.
Unless the Committee provides for a shorter period of time, upon a Participant's termination of employment other than by reason of death or disability, the Participant may, within three months from the date of such termination of employment, exercise all or any part of his or her options as were exercisable at the date of termination of employment but only if (x) the Participant resigns or retires and the Committee consents to such resignation or retirement and (y) such termination of employment is not for cause. In no event, however, may any option be exercised after the time when it would otherwise expire. If such termination of employment is for cause or the Committee does not so consent, the right of such Participant to exercise such options will terminate at the date of termination of employment.
Further, unless the Committee provides for a shorter period of time, upon a Participant's becoming disabled (such date being the "Disability Date"), the Participant may, within one year after the Disability Date, exercise all or a part of his or her options that were exercisable upon such Disability Date. In no event, however, may any option be exercised after the time when it would otherwise expire.
Further, unless the Committee provides for a shorter period of time, in the event of the death of a Participant while employed by the Company or prior to the expiration of the option as provided for in the event of disability, to the extent all or any part of the option was exercisable as of the date of death of the Participant, the right of the Participant's beneficiary to exercise the option will expire upon the expiration of one year from the date of the Participant's death (but in no event more than one year from the Participant's Disability Date) or on the stated termination date of the option, whichever is earlier. In the event of the Participant's death, the Committee may, in its sole discretion, accelerate the right to exercise all or any part of an Option that would not otherwise be exercisable.
To the extent all or any part of an option was not exercisable as of the date of a Participant's termination of employment, such right will expire at the date of such termination of employment. Notwithstanding the foregoing, the Committee, in its sole discretion and under such terms as it deems appropriate, may permit a Participant who will continue to render significant services to the Company after his or her termination of employment to continue to accrue service with respect to the right to exercise his or her options during the period in which the individual continues to render such services.
Restricted Shares. The Committee may award restricted Shares ("Restricted Shares") to a Participant. Such a grant gives a Participant the right to receive Shares subject to a risk of forfeiture based upon certain conditions. The forfeiture restrictions on the Restricted Shares may be based upon performance standards, length of service or other criteria as the Committee may determine. Until all restrictions are satisfied, lapsed or waived, the Company will maintain control over the Restricted Shares but the Participant will be entitled to receive dividends on the Restricted Shares; provided, however, that any Shares distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed will be subject to the same restrictions as such Restricted Shares. When all restrictions have been satisfied and/or waived or have lapsed, the Company will deliver to the Participant or, in the case of the Participant's death, his or her beneficiary, stock certificates for the appropriate number of Shares, free of all restrictions (except those imposed by law). None of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent and distribution), pledged or sold prior to lapse or release of the applicable restrictions.
All of a Participant's Restricted Shares and rights thereto are forfeited to the Company unless the Participant continues in the service of the Company or any parent or subsidiary of the Company as an employee until the expiration of the forfeiture period, and all other applicable restrictions of the Restricted Shares. Notwithstanding the foregoing, the Committee may, in its sole discretion, waive the forfeiture period and any other applicable restrictions on a Participant's Restricted Share Award, provided that the Participant must at that time have completed at least one year of employment after the date of grant.
Awards Granted to Non-Employee Directors. Non-Employee Directors are eligible only to receive Non-Qualified Stock Options and Awards of Restricted Shares. All such grants may be made only by the Board. The terms and conditions applicable to grants of such Awards to Non-Employee Directors (except where specifically stated herein to the contrary) are the same as those applicable to grants of Non-Qualified Options and Restricted Shares to employees, except that references to (a) the Committee shall be deemed to refer to the Board (b) employees shall be deemed to refer to Non-Employee Directors and (c) termination of employment shall be deemed to refer to termination of service.
TERMINATION AND AMENDMENT The Board may amend or terminate the Plan at any time it is deemed necessary or appropriate; provided, however, that no amendment may be made, without the affirmative approval of the holder of Company Voting Securities, that would require stockholder approval under Rule 16b-3, the Code or other applicable law unless the Board determines that compliance with Rule 16b-3 and/or the Code is no longer desired.
Except as provided by the Committee, in its sole discretion, at the time of an Award or pursuant to certain antidilution provisions (as discussed below), no Award granted under the Plan to a Participant may be modified (unless such modification does not materially decrease the value of the Award) after the date of grant except by express written agreement between the Company and the Participant, provided that any such change (a) may not be inconsistent with the terms of the Plan, and (b) must be approved by the Committee.
The Board has the right and the power to terminate the Plan at any time. No Award may be granted under the Plan after the termination of the Plan, but the termination of the Plan will not have any other effect and any Award outstanding at the time of the termination of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of such Award to the same extent such Award would have been exercisable had the Plan not terminated.
ANTIDILUTION PROVISIONS Recapitalization. The number and kind of shares subject to outstanding Awards, the purchase price or exercise price of such Awards, and the number and kind of shares available for Awards subsequently granted under the Plan will be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the Plan or the Awards granted under the Plan. The Committee has the power and sole discretion to determine the nature and amount of the adjustment to be made in each case. However, in no event will any adjustment be made in accordance with the Plan's antidilution provisions to any previous grant of Restricted Shares if an adjustment has been or will be made to the Shares awarded to a Participant in such person's capacity as a stockholder.
Sale or Reorganization. After any reorganization, merger or consolidation in which the Company is the surviving entity, each Participant will, at no additional cost, be entitled upon the exercise of an Award outstanding prior to such event, and in connection with the payout after such event of any Award outstanding at the time of such event, to receive (subject to any required action by stockholders), in lieu of the number of Shares receivable or exercisable pursuant to such option, the number and class of shares of stock or other securities to which such Participant would have been entitled pursuant to the terms of the reorganization, merger or consolidation if, at the time of such reorganization, merger or consolidation, such Participant had been the holder of record of a number of Shares equal to the number of Shares receivable or exercisable pursuant to such Award. Comparable rights will accrue to each Participant in the event of successive reorganizations, mergers or consolidations of the character described above.
Options to Purchase Stock of Acquired Companies. After any reorganization, merger or consolidation in which the Company is a surviving entity, the Committee may grant substituted options under the provisions of the Plan, pursuant to Section 424 of the Code, replacing old options granted under a plan of another party to the reorganization, merger or consolidation whose stock subject to the old options may no longer be issued following such merger or consolidation. The foregoing adjustments and manner of application of the foregoing provisions will be determined by the Committee in its sole discretion. Any such adjustments may provide for the elimination of any fractional Shares that might otherwise become subject to any options.
LOANS The Company is entitled, if the Committee in its sole discretion deems it necessary or desirable, to lend money to a Participant for purposes of (A) exercising his or her rights under an Award hereunder or (B) paying any income tax liability related to an Award; provided, however, that Non-Employee Directors are not eligible to receive such loans and provided, further, that the portion of the per share exercise price of an option equal to the par value per Share may not be paid by means of a promissory note. Such a loan must be evidenced by a recourse promissory note payable to the order of the Company executed by the Participant and containing such other terms and conditions as the Committee may deem desirable. The interest rate on such loans must be sufficient to avoid imputed interest under the Code.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) Bassett S. Winmill, Chairman of the Board of Directors, owns all of the issued and outstanding shares of the Company's Class B Common Stock, which represents 100% of the Company's voting securities.
(B) The following table sets forth, as of December 31, 1997, information relating to beneficial ownership by individual directors of the Company, executive officers named in the Summary Compensation Table and by directors and executive officers of the Company as a group, of the currently issued and outstanding Class A Common Stock of the Company. AMOUNT AND NATURE OF PERCENT NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (5) OF CLASS - ------------------------ ------------------------ -------- Bassett S. Winmill 247,604 (1) 17.8% Robert D. Anderson 103,414 (2) 7.6% Thomas B. Winmill 119,870 (3) 8.6% Mark C. Winmill 70,800 (1) 5.1% Edward G. Webb, Jr. 21,684 (4) 1.6% Charles A. Carroll 25,000 (4) 1.8% All directors and executive officers as a group (10 persons) 588,372 39.1%
(1) Includes options exercisable to purchase 40,000 shares and excludes 50,000 options not exercisable at December 31, 1997.
(2) Includes options exercisable to purchase 5,000 shares and excludes 20,000 options not exercisable at December 31, 1997.
(3) Includes 36,000 and 10,000 shares held by Thomas B. Winmill's wife and sons, respectively of which he disclaims beneficial ownership and options exercisable to purchase 40,000 shares and excludes 50,000 options not exercisable at December 31, 1997.
(4) Includes options exercisable to purchase 15,000 shares.
(5) The nature of the beneficial ownership for all the Class A Common Stock is investment power.
(C) OTHER INFORMATION In June 1994, the Board of Directors of the Company rejected an offer of $3.50 per share contained in a letter dated May 17, 1994 to the Company from Maxus Investment Group. Maxus, of Pepper Pike, Ohio, which was part of a group that purportedly at that time owned 26.5% of the Company's Class A stock, offered $3.50 per share for the balance of the Class A stock outstanding subject to due diligence and the agreement by the holder of the Class B voting stock, to sell all his Class B voting stock. The holder of the Class B voting stock indicated to Maxus, as he had on numerous previous occasions, that he had no intention of selling his Class B voting stock. In July 1994, the Board of Directors of the Company unanimously determined not to proceed with a revised proposal of Maxus Investment Group to liquidate the Company and guarantee shareholders no less than $5.00 per share, as reflected in Maxus' letters dated June 17, 1994 and June 28, 1994. The holder of the Class B voting stock advised Maxus that he had no intention of selling his Class B stock or voting such stock for any proposal or transaction involving the merger, sale, acquisition, reorganization, dissolution, or any like extraordinary transaction involving the Company (See also Note 11).
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following sets forth the reportable items regarding indebtedness of management in excess of $60,000. In connection with the exercise of stock options and related tax expense, the Company received notes with an interest rate of 4.86% per annum payable on the earlier of November 1, 1998 or within 60 days of termination of employment.
LARGEST AMOUNT AMOUNT OF OUTSTANDING AT NAME AND RELATIONSHIP INDEBTEDNESS DECEMBER 31, 1997
Bassett S. Winmill, Chairman $83,888 $80,000
PART IV
ITEM 14.
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements See Item 8 for a list of the financial statements filed as part of this report.
(2) Financial Statement Schedules by Regulation S-X are not required under the related instructions or are inapplicable, and therefore have been omitted.
(3) Exhibits (2) Not applicable
(3) Certificate of Incorporation as amended October 24, 1989 as filed as an exhibit to Form 10-K for the year ended December 31, 1992 and incorporated herein by reference and ByLaws amended as of October 1, 1993 as filed as an exhibit to Form 10-K for the year ended December 31, 1993 and incorporated herein by reference.
(4) Instruments defining the rights of security holders, including indentures (see Article Four of Certificate of Incorporation).
(9) Not applicable.
(10) Material Contracts
(a) Investment Management Agreements, Distribution Agreements, Plans of Distribution ("12b-1 Plans") and Shareholder Administration Agreements between subsidiaries of the Company and the Funds and Non-Exclusive License Agreements between the Company and the Funds:
(1) Filed as exhibits to Form 10-K for the year ended December 31, 1991 and incorporated herein by reference.
(2) Filed as exhibits to Form 10-K for the year ended December 31, 1993 and incorporated herein by reference.
(3) Filed as exhibits to Form 10-K for the year ended December 31, 1989 and incorporated herein by reference.
(4) Filed as exhibits to Form 10-K for the year ended December 31, 1990 and incorporated herein by reference.
(5) Filed as exhibits to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference.
(6) Filed as exhibits to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
(7) Filed as exhibits to Form 10-K for the year ended December 31, 1996 and incorporated herein by reference.
(8) Filed as exhibits to Form 10-K for the year ended December 31, 1997 and filed herewith.
(b) Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan, as adopted December 6, 1995 and amended February 6, 1996, filed as exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
(c) Section 422A Incentive Stock Option Plan, as adopted December 5, 1990, filed as exhibit to Form 10-K for the year ended December 31, 1990 and incorporated herein by reference.
(e) Investment Management Transfer Agreements between the investment management subsidiaries of the Company and filed as exhibit to Form 10-K for the year ended December 31, 1992 and incorporated herein by reference.
(e) Bull & Bear Investment Plan, filed as an exhibit to Form 10-K for the year ended December 31, 1993 and incorporated herein by reference.
(f) Death Benefit Agreement dated July 22, 1994 and filed as exhibit to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference.
(g) Bull & Bear Group, Inc. Incentive Stock Option Agreement for Employees- Bassett S. Winmill filed as an exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
(h) Bull & Bear Group, Inc. Incentive Stock Option Agreement for Employees- Robert D. Anderson filed as an exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
(i) Bull & Bear Group, Inc. Incentive Stock Option Agreement for Employees- Mark C. Winmill filed as an exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
(j) Bull & Bear Group, Inc. Incentive Stock Option Agreement for Employees- Thomas B. Winmill filed as an exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
(k) Bull & Bear Group, Inc. Incentive Stock Option Agreement for Employees- Steven A. Landis filed as an exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
(l) Bull & Bear Group, Inc. Stock Option Agreement - Edward G. Webb, Jr. filed as an exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
(m) Bull & Bear Group, Inc. Stock Option Agreement - Charles A. Carroll filed as an exhibit to Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
(n) Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan, (as Amended and Restated as of October 29, 1997), filed as exhibit to Form 10-K for the year ended December 31, 1997 and filed herewith.
(o) Option Certificate for Bassett S. Winmill filed as an exhibit to Form 10-K for the year ended December 31, 1997 and filed herewith.
(p) Option Certificate for Edward G. Webb, Jr. filed as an exhibit to Form 10-K for the year ended December 31, 1997 and filed herewith.
(q) Option Certificate for Charles A. Carroll filed as an exhibit to Form 10-K for the year ended December 31, 1997 and filed herewith.
(r) Option Certificate for Thomas B. Winmill filed as an exhibit to Form 10-K for the year ended December 31, 1997 and filed herewith.
(s) Option Certificate for Mark C. Winmill filed as an exhibit to Form 10-K for the year ended December 31, 1997 and filed herewith.
(t) Option Certificate for Robert D. Anderson filed as an exhibit to Form 10-K for the year ended December 31, 1997 and filed herewith.
(11) Statement Regarding Computation of Per Share Earnings (12) Not applicable. (13) Not applicable. (16) Not applicable. (18) Not applicable. (21) Wholly-Owned Subsidiaries of the Company (22) Not applicable. (23) Not applicable. (24) Not applicable. (27) Not applicable. (28) Not applicable. (99) Not applicable.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the last quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BULL & BEAR GROUP, INC.
March 31, 1998 By:/s/ Joseph Leung ------------------- Joseph Leung Treasurer, Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.
March 31, 1998 By:/s/ Bassett S. Winmill ------------------------- Bassett S. Winmill, Chairman of the Board, Director
March 31, 1998 By:/s/ Robert D. Anderson ------------------------- Robert D. Anderson, Vice Chairman, Director
March 31, 1998 By:/s/ Mark C. Winmill ---------------------- Mark C. Winmill, Co-President, Chief Financial Officer, Director
March 31, 1998 By:/s/ Thomas B. Winmill ------------------------ Thomas B. Winmill, Esq. Co-President, General Counsel, Director
March 31, 1998 By:/s/ Edward G. Webb, Jr. --------------------------- Edward G. Webb, Jr. Director
March 31, 1998 By:/s/ Charles A. Carroll ------------------------- Charles A. Carroll, Director
INDEX TO EXHIBITS
(3) Exhibits
(10) Material Contracts
(a) Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (As Amended And Restated As Of October 29, 1997).
(b) Option Certificate for Bassett S. Winmill
(c) Option Certificate for Edward G. Webb, Jr.
(d) Option Certificate for Charles A. Carroll
(e) Option Certificate for Thomas B. Winmill
(f) Option Certificate for Mark C. Winmill
(g) Option Certificate for Robert D. Anderson
(h) Non-Exclusive License Agreement between the Company and Bull & Bear Funds I, Inc.
(i) Non-Exclusive License Agreement between the Company and Bull & Bear Funds II, Inc.
(j) Non-Exclusive License Agreement between the Company and Bull & Bear Gold Investors, Ltd.
(k) Non-Exclusive License Agreement between the Company and Bull & Bear Global Income Fund, Inc.
(l) Non-Exclusive License Agreement between the Company and Midas Fund, Inc.
(m) Non-Exclusive License Agreement between the Company and Bull & Bear Municipal Income Fund, Inc.
(n) Non-Exclusive License Agreement between the Company and Rockwood Fund, Inc.
(o) Non-Exclusive License Agreement between the Company and Bull & Bear Special Equities Fund, Inc.
(p) Non-Exclusive License Agreement between the Company and Bull & Bear U.S. Government Securities Fund, Inc.
(11) Statement Regarding Computation of Per Share Earnings
(21) Wholly-Owned Subsidiaries of the Company
BULL & BEAR GROUP, INC. 1995 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF OCTOBER 29, 1997)
ARTICLE I. PURPOSE AND TERM OF THE PLAN
1.01 PURPOSE. The purpose of the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997) (hereinafter referred to as the "Plan") is to assist the Company (as hereinafter defined) and its subsidiaries in attracting and retaining individuals to serve as directors and highly competent personnel who will contribute to the success of the Company and its subsidiaries and to act as an incentive in motivating selected officers, key employees and directors to achieve long-term objectives, which will inure to the benefit of all stockholders of the Company.
1.02 TERM. The Plan shall terminate without further action of the Board on December 5, 2005.
ARTICLE II. DEFINITIONS
For purposes of the Plan, capitalized terms shall have the following meanings:
2.01 AWARD means any grant to a Participant of any one or a combination of Non-Qualified Stock Options or Incentive Stock Options described in Article VI, or Restricted Shares described in Article VII.
2.02 AWARD AGREEMENT means, with respect to an Option, a certificate of Option signed by a President of the Company, and with respect to a Restricted Share Award, a written agreement between the Company and a Participant, specifically setting forth the terms and conditions of an Award granted to a Participant under the Plan.
2.03 AWARD PERIOD means, with respect to an Award, the period of time, if any, set forth in the Award Agreement during which specified target performance goals must be achieved or other conditions set forth in the Award Agreement must be satisfied.
2.04 BENEFICIARY means an individual, trust or estate who or that, by will or the laws of descent and distribution, succeeds to the rights and obligations of the Participant under the Plan and an Award Agreement upon the Participant's death.
2.05 BOARD means the Board of Directors of the Company.
2.06 CAUSE means termination for, as determined by the Committee in its sole discretion, (i) dishonest or fraudulent conduct relating to the Company or any of its subsidiaries or their businesses; (ii) conviction of any felony that, in the judgment of the Board, involves moral turpitude or otherwise reflects on the Company or any of its subsidiaries in a significantly adverse way; or (iii) gross neglect by the Participant in the performance of his or her duties as an employee or director, or any material breach by a Participant under any employment agreement with the Company or any of its subsidiaries.
2.07 CODE means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.
2.08 COMMITTEE means a Committee of the Board as may be designated by the Board. The Committee shall be composed of at least two directors of the Company, each of whom is a "Non-Employee Director" as defined in Rule 16b-3. The Committee shall have the power and authority to administer the Plan in accordance with Section 3.01.
2.09 COMMON STOCK means the Class A Common Stock, par value $.01 per share, of the Company.
2.10 COMPANY means Bull & Bear Group, Inc., a corporation organized under the laws of the State of Delaware, and its successors.
2.11 COMPANY VOTING SECURITIES means the Class B Common Stock, par value $.01 per share, which is entitled to vote generally in the election of the Board.
2.12 DATE OF GRANT means the date designated by the Committee as the date as of which it grants an Award, which shall not be earlier than the date on which the Committee approves the granting of such Award.
2.13 DISABILITY means any physical or mental impairment or disability that prevents a Participant from performing the duties of his or her employment (or service as a member of the Board in the case of Non-Employee Directors) and that is expected to be of permanent duration. A determination of whether a Participant is disabled shall be made by a licensed physician appointed by the Committee.
2.14 DISABILITY DATE means the date that is 120 days after the date on which a Participant is first absent from active employment with the Company (or any of its subsidiaries) or service as a Non-Employee Director, as the case may be, by reason of a Disability.
2.15 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.
2.16 FAIR MARKET VALUE of a share of Common Stock means, as of any given date, the most recently reported sale price of a share of Common Stock on such date as of the time when Fair Market Value is being determined on the principal national securities exchange on which the Common Stock is then traded or, if the Common Stock is not then traded on a national securities exchange, the most recently reported sale price of the Common Stock on such date as of the time when Fair Market Value is being determined on the National Association of Securities Dealers Automated Quotation System ("Nasdaq"); provided, however, that, if there were no sales reported as of such date, Fair Market Value shall be the last sale price previously reported. In the event the Common Stock is not admitted to trade on a securities exchange or quoted on Nasdaq, the Fair Market Value of a share of Common Stock as of any given date shall be as determined in good faith by the Committee. Notwithstanding the foregoing, the Fair Market Value of a share of Common Stock shall never be less than par value per share.
2.17 INCENTIVE STOCK OPTION means an Option designated as an incentive stock option and that complies with Section 422 of the Code.
2.18 NON-EMPLOYEE DIRECTOR means each member of the Board who is not an employee of the Company or any of its subsidiaries.
2.19 NON-QUALIFIED STOCK OPTION means an Option that is not an Incentive Stock Option.
2.20 OPTION means any option to purchase Common Stock granted pursuant to Article VI, including any Reload Option.
2.21 PARTICIPANT means any employee of the Company or any of its subsidiaries selected by the Committee, and any Non-Employee Director selected by the Board, to receive an Award under the Plan in accordance with Article V.
2.22 PLAN means the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997) as set forth herein, and as the same may be amended from time to time.
2.23 RESTRICTED SHARES means shares of Common Stock subject to restrictions imposed in connection with Awards granted under Article VII.
2.24 RULE 16B-3 means Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as the same may be amended from time to time, and any successor rule.
2.25 TEN PERCENT SHAREHOLDER means a Participant who, at the time of grant of an Option, owns (or is deemed to own under Section 424(d) of the Code) more than 10% of Company Voting Securities.
2.26 TERMINATION OF EMPLOYMENT OR SERVICE means the voluntary or involuntary termination of a Participant's employment with, or service as a Non-Employee Director of, the Company or any of its subsidiaries for any reason, including death, Disability, retirement or as the result of the sale or other divestiture of the Company or any of its subsidiaries or any similar transaction in which the Participant's employer or service recipient ceases to be the Company or one of its subsidiaries. Whether entering military or other government service shall constitute Termination of Employment or Service, and whether a Termination of Employment or Service is a result of Disability, shall be determined in each case by the Committee.
ARTICLE III. ADMINISTRATION
3.01 COMMITTEE. The Plan shall be administered by the Board or the Committee, each of which shall have exclusive and final authority in each determination, interpretation or other action affecting the Plan and its Participants. During any period in which the Plan is administered by the Board, and with respect to any Awards granted to Non-Employee Directors, all references in the Plan to the Committee shall be deemed to refer to the Board. The Committee shall have the sole and absolute discretion to interpret the Plan, to establish and modify administrative rules for the Plan, to select the officers and other key employees to whom Awards may be granted, to determine all claims for benefits under the Plan, to impose such conditions and restrictions on Awards as it determines appropriate and to take such steps in connection with the Plan and Awards granted hereunder as it may deem necessary or advisable. The Committee may, with respect to Participants who are not subject to Section 16 of the Exchange Act, delegate such of its powers and authority under the Plan as it deems appropriate to designated officers or employees of the Company.
ARTICLE IV. SHARES OF COMMON STOCK
4.01 NUMBER OF SHARES OF COMMON STOCK ISSUABLE. Subject to adjustments as provided in Section 8.06, 450,000 shares of Common Stock shall be available for Awards of Non-Qualified Stock Options, Incentive Stock Options and Restricted Shares under the Plan. Any and all of such shares may be issued in respect of any of the types of Awards. The Common Stock to be offered under the Plan shall be authorized and unissued Common Stock, or issued Common Stock that shall have been reacquired by the Company and held in its treasury. The Company may, but shall not be required to, register any shares of Common Stock issuable pursuant to the Plan, under the Securities Act of 1933, as amended.
4.02 NUMBER OF SHARES OF COMMON STOCK AWARDED TO ANY PARTICIPANT. In the event the purchase price of an Option is paid in whole or in part through the delivery of shares of Common Stock issuable in connection with the exercise of the Option, a Participant will be determined to have received an Award with respect to those shares of Common Stock.
4.03 SHARES OF COMMON STOCK SUBJECT TO TERMINATED AWARDS. The shares of Common Stock covered by any unexercised portions of terminated Options granted under Article VI, shares of Common Stock forfeited as provided in Section 7.02(a) and shares of Common Stock subject to any Awards that are otherwise surrendered by the Participant without receiving any payment or other benefit with respect thereto may again be subject to new Awards under the Plan. In the event the purchase price of an Option or tax withholding relating to an Award is paid in whole or in part through the delivery of shares of Common Stock, the number of shares of Common Stock issuable in connection with the exercise of the Option shall not again be available for the grant of Awards under the Plan.
ARTICLE V. PARTICIPATION
5.01 ELIGIBLE PARTICIPANTS. Participants in the Plan shall be such officers and other key employees of the Company or its subsidiaries, whether or not directors of the Company, as the Committee, in its sole discretion, may designate from time to time. The Committee's designation of a Participant in any year shall not require the Committee to designate such person to receive Awards in any other year. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards.
Non-Employee Directors shall receive such Awards (other than Incentive Stock Options) as the Board, in its discretion, may designate from time to time.
ARTICLE VI. STOCK OPTIONS
6.01 GRANT OF OPTION. Any Option granted under the Plan shall have such terms as the Committee may, from time to time, approve, and the terms and conditions of Options need not be the same with respect to each Participant. The Committee shall have the authority to grant to any Participant one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Options. To the extent that any Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Option or the portion thereof that does not qualify shall constitute a separate Non-Qualified Stock Option.
6.02 INCENTIVE STOCK OPTIONS. In the case of any grant of an Option intended to be an Incentive Stock Option, whenever possible, each provision in the Plan and in any related Award Agreement (other than those relating to the exercise of Options following Termination of Employment or Service) shall be interpreted in such a manner as to entitle the Option holder to the tax treatment afforded by Section 422 of the Code and, if any such provision of the Plan or such Award Agreement shall be held not to comply with requirements necessary to entitle such Option to such tax treatment, then (a) such provision shall be deemed to have contained from the outset such language as shall be necessary to entitle the Option to the tax treatment afforded under Section 422 of the Code, and (b) all other provisions of the Plan and the Award Agreement relating to such Option shall remain in full force and effect. If any Award Agreement covering an Option designated by the Committee to be an Incentive Stock Option shall not explicitly include any terms required to entitle such Incentive Stock Option to the tax treatment afforded by Section 422 of the Code (other than those relating to the exercise of Options following Termination of Employment or Service), all such terms shall be deemed implicit in the designation of such Option as an Incentive Stock Option and the Option shall be deemed to have been granted subject to all such terms.
6.03 TERMS OF OPTIONS. Options granted under the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:
(a) Option Price. The option price per share of Common Stock purchasable under an Option shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant; provided, however, that, if an Incentive Stock Option is granted to a Ten Percent Shareholder, the option price per share shall be at least ll0% of the Fair Market Value of a share of Common Stock on the Date of Grant.
(b) Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after the Date of Grant; provided, however, that, if an Incentive Stock Option is granted to a Ten Percent Shareholder, the Option shall not be exercisable more than five years after the Date of Grant.
(c) Exercisability. An Award Agreement with respect to Options may contain such performance targets, waiting periods, exercise dates and restrictions on exercise (including, but not limited to, a requirement that an Option is exercisable in periodic installments) as may be determined by the Committee at the time of grant; provided, however, that, unless the Board determines otherwise, no Option may be exercised prior to the holder's completion of two years of employment with, or service as a Non-Employee Director of, the Company or any of its subsidiaries.
(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, Options may be exercised in whole or in part at any time during the Award Period, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price in such form as the Committee may accept, including cash for the par value and a promissory note for the balance with interest and terms acceptable to the Committee as provided in Section 8.07. If and to the extent determined by the Committee in its sole discretion at or after grant, payment in full or in part may also be made in the form of Common Stock duly owned by the Participant (and for which the Participant has good title, free and clear of any liens and encumbrances) or by reduction in the number of shares of Common Stock issuable upon such exercise based, in each case, on the Fair Market Value of the Common Stock on the date the Option is exercised; provided, however, that, in the case of an Incentive Stock Option, the right to make payment of the purchase price in the form of Common Stock may be authorized only at the time of grant. No Common Stock shall be issued until payment, as provided herein, therefor has been made. A Participant shall generally have the rights to dividends or other rights of a stockholder with respect to Common Stock subject to the Option when the Participant has given written notice of exercise and has paid for such Common Stock as provided herein.
(f) Non-Transferability of Options. No Option shall be transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all Options shall be exercisable, during the Participant's lifetime, only by the Participant.
(g) Exercise of Options Upon Termination of Employment or Service.
(i) Exercise of Vested Options Upon Termination of Employment or Service.
(A) Termination. Unless the Committee, in its sole discretion, provides for a shorter period of time in the Award Agreement, upon a Participant's Termination of Employment or Service other than by reason of death or Disability, the Participant may, within three months from the date of such Termination of Employment or Service, exercise all or any part of his or her Options as were exercisable at the date of Termination of Employment or Service but only if (x) the Participant resigns or retires and the Committee consents to such resignation or retirement and (y) such Termination of Employment or Service is not for Cause. If such Termination of Employment or Service is for Cause or the Committee does not so consent, the right of such Participant to exercise such Options shall terminate at the date of Termination of Employment or Service. In no event, however, may any Option be exercised later than the date described in Section 6.03(b).
(B) Disability. Unless the Committee, in its sole discretion, provides for a shorter period of time in the Award Agreement, upon a Participant's Disability Date, the Participant may, within one year after the Disability Date, exercise all or a part of his or her Options that were exercisable upon such Disability Date. In no event, however, may any Option be exercised later than the date described in Section 6.03(b).
(C) Death. Unless the Committee, in its sole discretion, provides for a shorter period of time in the Award Agreement, in the event of the death of a Participant while employed by, or serving as a Non-Employee Director of, the Company or prior to the expiration of the Option as provided in Section 6.03(g) (i) (B) above, to the extent all or any part of the Option was exercisable as of the date of death of the Participant, the right of the Participant's Beneficiary to exercise the Option shall expire upon the expiration of one year from the date of the Participant's death (but in no event more than one year from the Participant's Disability Date) or on the date of expiration of the Option determined pursuant to Section 6.03(b), whichever is earlier. In all other cases of death following a Participant's Termination of Employment or Service, the Participant's Beneficiary may exercise the Option within the remaining time, if any, provided in Section 6.03(g) (l) (A) above. In the event of the Participant's death, the Committee may, in its sole discretion, accelerate the right to exercise all or any part of an Option that would not otherwise be exercisable.
(ii) Expiration of Unvested Options Upon Termination of Employment or Service. To the extent all or any part of an Option was not exercisable as of the date of Termination of Employment or Service, such right shall expire at the date of such Termination of Employment or Service. Notwithstanding the foregoing, the Committee, in its sole discretion and under such terms as it deems appropriate, may permit a Participant who will continue to render significant services to the Company after his or her Termination of Employment or Service to continue to accrue service with respect to the right to exercise his or her Options during the period in which the individual continues to render such services.
ARTICLE VII. RESTRICTED SHARES
7.01 RESTRICTED SHARE AWARDS. Restricted Shares may be issued either alone or in addition to other Awards granted under the Plan. The Committee may grant to any Participant an Award of shares of Common Stock in such number, and subject to such terms and conditions relating to forfeitability and restrictions on delivery and transfer (whether based on performance standards, periods of service or otherwise) as the Committee shall establish. The terms of any Restricted Share Award granted under the Plan shall be set forth in an Award Agreement, which shall contain provisions determined by the Committee and not inconsistent with the Plan. The provisions of Restricted Share Awards need not be the same for each Participant receiving such Awards.
(a) Issuance of Restricted Shares. As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company shall cause to be transferred on the books of the Company shares of Common Stock, registered on behalf of the Participant in nominee form, evidencing the Restricted Shares covered by the Award, but subject to forfeiture to the Company retroactive to the Date of Grant if an Award Agreement delivered to the Participant by the Company with respect to the Restricted Shares covered by the Award is not duly executed by the Participant and timely returned to the Company. Each Participant, as a condition to the receipt of a Restricted Share Award, shall pay to the Company in cash the par value of a share of Common Stock multiplied by the number of shares of Common Stock covered by such Restricted Share Award. All shares of Common Stock covered by Awards under this Article VII shall be subject to the restrictions, terms and conditions contained in the Plan and the Award Agreement entered into by and between the Company and the Participant. Until the lapse or release of all restrictions applicable to an Award of Restricted Shares, the stock certificates representing such Restricted Shares shall be held in custody by the Company or its designee. Upon the lapse or release of all restrictions with respect to an Award as described in Section 7.01(d), one or more stock certificates, registered in the name of the Participant, for an appropriate number of shares of Common Stock as provided in Section 7.01(d), free of any restrictions set forth in the Plan and the Award Agreement, shall be delivered to the Participant.
(b) Shareholder Rights. Beginning on the Date of Grant of the Restricted Share Award and subject to execution of the Award Agreement as provided in Section 7.01(a), the Participant shall become a shareholder of the Company with respect to all shares of Common Stock subject to the Award Agreement and shall have all of the rights of a holder of Common Stock, including, but not limited to, the right to receive dividends (or dividend equivalents); provided, however, that any shares of Common Stock distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Shares and shall be represented by book entry and held as prescribed in Section 7.01(a)
(c) Restriction on Transferability. None of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent and distribution), pledged or sold prior to lapse or release of the restrictions applicable thereto.
(d) Delivery of Shares of Common Stock Upon Release of Restrictions. Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of Section 8.05, the Company shall deliver to the Participant or, in case of the Participant's death, to the Participant's Beneficiary, one or more stock certificates for the appropriate number of shares of Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.
7.02 TERMS OF RESTRICTED SHARES.
(a) Forfeiture of Restricted Shares. Subject to Section 7.02(b), all Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to such Restricted Shares shall terminate unless the Participant continues in the service of the Company or any parent or subsidiary of the Company as an employee or Non-Employee Director until the expiration of the forfeiture period for such Restricted Shares and satisfies any and all other conditions set forth in the Award Agreement. The Committee, in its sole discretion, shall determine the forfeiture period (which may, but need not, lapse in installments) and any other terms and conditions applicable with respect to any Restricted Share Award.
(b) Waiver of Forfeiture Period. Notwithstanding anything contained in this Article VII to the contrary, the Committee may, in its sole discretion, waive the forfeiture period as may be determined pursuant to Section 7.02(a) or otherwise and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability or retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of Restricted Shares) as the Committee shall deem appropriate, provided that, unless the Board determines otherwise, the Participant shall at that time have completed at least two years of employment with, or service as a Non-Employee Director of, the Company or any of its subsidiaries.
ARTICLE VIII. TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN
8.01 PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the Plan shall govern all Awards granted under the Plan, and in no event shall the Committee have the power to grant to a Participant any Award under the Plan that is contrary to any provisions of the Plan. In the event any provision of any Award granted under the Plan shall conflict with any of the terms in the Plan as constituted on the Date of Grant of such Award, the terms in the Plan as constituted on the Date of Grant of such Award shall control.
8.02 AWARD AGREEMENT. If there is any conflict between the provisions of an Award Agreement and the terms of the Plan, the terms of the Plan shall control.
8.03 MODIFICATION OF AWARD AFTER GRANT. Except as provided by the Committee, in its sole discretion, in the Award Agreement or as provided in Section 8.06, no Award granted under the Plan to a Participant may be modified (unless such modification does not materially decrease the value of the Award) after the Date of Grant except by express written agreement between the Company and the Participant, provided that any such change (a) shall not be inconsistent with the terms of the Plan, and (b) shall be approved by the Committee.
8.04 LIMITATIONS ON TRANSFER. The rights and interest of a Participant under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution. During the lifetime of a Participant, only the Participant personally may exercise rights under the Plan. Except as otherwise specifically provided in the Plan, a Participant's Beneficiary may exercise the Participant's rights only to the extent they were exercisable under the Plan at the date of the death of the Participant and are otherwise currently exercisable.
8.05 TAXES. The Company shall be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any amount payable and/or shares of Common Stock issuable under such Participant's Award, or with respect to any income recognized upon lapse of restrictions applicable to an Award or upon a disqualifying disposition of Common Stock received pursuant to the exercise of an Incentive Stock Option, and the Company may defer issuance of Common Stock upon the grant, exercise or vesting of an Award unless indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee or its delegate and shall be payable by the Participant at such time as the Committee determines. The methods of withholding may include, without limitation, the payment of cash by the Participant to the Company and the withholding from the Award, at the appropriate time, of a number of shares of Common Stock sufficient, based upon the Fair Market Value of such Common Stock, to satisfy such tax withholding requirements. The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate.
8.06 ADJUSTMENTS TO REFLECT CAPITAL CHANGES.
(a) Recapitalization. The number and kind of shares subject to outstanding Awards, the purchase price or exercise price of such Awards, and the number and kind of shares available for Awards subsequently granted under the Plan shall be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the Plan or the Awards granted under the Plan. The Committee shall have the power and sole discretion to determine the nature and amount of the adjustment to be made in each case. In no event shall any adjustment be made under the provisions of this Section 8.06(a) to any previous grant of Restricted Shares if an adjustment has been or will be made to the shares of Common Stock awarded to a Participant in such person's capacity as a stockholder.
(b) Sale or Reorganization. After any reorganization, merger or consolidation in which the Company is the surviving entity, each Participant shall, at no additional cost, be entitled upon the exercise of an Award outstanding prior to such event, and in connection with the payout after such event of any Award outstanding at the time of such event, to receive (subject to any required action by stockholders), in lieu of the number of shares of Common Stock receivable or exercisable pursuant to such Option, the number and class of shares of stock or other securities to which such Participant would have been entitled pursuant to the terms of the reorganization, merger or consolidation if, at the time of such reorganization, merger or consolidation, such Participant had been the holder of record of a number of shares of Common Stock equal to the number of shares of Common Stock receivable or exercisable pursuant to such Award. Comparable rights shall accrue to each Participant in the event of successive reorganizations, mergers or consolidations of the character described above.
(c) Options to Purchase Stock of Acquired Companies. After any reorganization, merger or consolidation in which the Company shall be a surviving entity, the Committee may grant substituted Options under the provisions of the Plan, pursuant to Section 424 of the Code, replacing old options granted under a plan of another party to the reorganization, merger or consolidation whose stock subject to the old options may no longer be issued following such merger or consolidation. The foregoing adjustments and manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion. Any such adjustments may provide for the elimination of any fractional shares of Common Stock that might otherwise become subject to any Options.
8.07 LOANS. The Company shall be entitled, if the Committee in its sole discretion deems it necessary or desirable, to lend money to a Participant for purposes of (a) exercising his or her rights under an Award hereunder or (b) paying any income tax liability related to an Award; provided, however, that Non- Employee Directors shall not be eligible to receive such loans and provided, further, that the portion of the per share exercise price of an Option equal to the par value per share of Common Stock shall not be paid by means of a promissory note. Such a loan shall be evidenced by a recourse promissory note payable to the order of the Company executed by the Participant and containing such other terms and conditions as the Committee may deem desirable. The interest rate on such loans shall be sufficient to avoid imputed interest under the Code.
8.08 SURRENDER OF AWARDS. Any Award granted to a Participant under the Plan may be surrendered to the Company for cancellation on such terms as the Committee and holder approve.
8.09 NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT OR SERVICE. No employee, Non-Employee Director or other person shall have any claim or right to be granted an Award. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or Non-Employee Director any right to be retained in the employ or service of the Company or any of its subsidiaries.
8.10 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Income recognized by a Participant pursuant to the provisions of the Plan shall not be included in the determination of benefits under any employee pension benefit plan (as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974) or group insurance or other benefit plans applicable to the Participant that are maintained by the Company or any of its subsidiaries, except as may be provided under the terms of such plans or determined by resolution of the Board.
8.11 GOVERNING LAW. Except to the extent required by Delaware corporate law, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of New York other than the conflict of laws provisions of such laws, and shall be construed in accordance therewith.
8.12 NO STRICT CONSTRUCTION. No rule of strict construction shall be implied against the Company, the Committee, or any other person in the interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by the Committee.
8.13 CAPTIONS. The captions (i.e., all Section and Article headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and shall not be deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall be construed as if no captions have been used in the Plan.
8.14 SEVERABILITY. Whenever possible, each provision in the Plan and every Award at any time granted under the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan or any Award at any time granted under the Plan shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of the Plan and every other Award at any time granted under the Plan shall remain in full force and effect.
8.15 LEGENDS. All certificates for Common Stock delivered under the Plan shall be subject to such transfer restrictions set forth in the Plan and such other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate references to such restrictions.
8.16 AMENDMENT AND TERMINATION. (a) Amendment. The Board shall have complete power and authority to amend the Plan at any time it is deemed necessary or appropriate; provided, however, that the Board shall not, without the affirmative approval of the holder of Company Voting Securities, make any amendment that requires stockholder approval under the Code or under any other applicable law, unless the Board determines that compliance with the Code or such other applicable law is no longer desired. No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted under the Plan, adversely affect the right of such individual under such Award; provided, however, that the Committee may, in its sole discretion, make such provision in the Award Agreement for amendments that, in its sole discretion, it deems appropriate.
Termination. The Board shall have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after the termination of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the time of the termination of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of such Award to the same extent such Award would have been exercisable had the Plan not terminated.
OPTION CERTIFICATE
INCENTIVE STOCK OPTION (Non-Assignable)
40,000 Shares
To Purchase Class A Common Stock of BULL & BEAR GROUP, INC.
Issued Pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997)
THIS CERTIFIES that on October 29, 1997, Bassett S. Winmill (the "Holder") was granted an option ("Option") to purchase at the Option price of $2.475 per share all or any part of 40,000 fully paid and non-assessable shares ("Shares") of the Class A Common Stock, par value $.01 per share, of BULL & BEAR GROUP, INC. ("Corporation"), a Delaware corporation, upon and subject to the following terms and conditions.
This Option shall expire on October 28, 2002.
This Option may be exercised or surrendered during the Holder's lifetime only by the Holder. This Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997) (the "Plan"), this Option may be exercised in whole or in part with respect to 100% of the Shares subject to this Option on and after the later of (i) the date of grant of this Option or (ii) the date on which the Holder has completed two years of employment with the Corporation or any of its subsidiaries. In no event, however, may this Option be exercised after the Option's expiration date.
Upon any exercise of this Option, payment of the purchase price for the Shares to be purchased pursuant to such exercise shall be made (i) in cash or by check to the order of the Corporation, (ii) by the delivery to the Corporation of Shares already owned by the Holder, which Shares shall be valued at their fair market value on the date of exercise of the Option, (iii) if permitted by the Committee under the Plan, by delivering to the Corporation a recourse promissory note in accordance with and subject to the terms of Section 8.07 of the Plan, or (iv) by any combination of the foregoing.
The Option and this Option certificate are issued pursuant to and are subject to all of the terms and conditions of the Plan, the terms and conditions of which are hereby incorporated as though set forth at length and a copy of which is attached hereto.
WITNESS the signature of the Corporation's duly authorized officer.
Dated as of October 29, 1997
BULL & BEAR GROUP, INC.
By:/s/ Thomas B. Winmill
OPTION CERTIFICATE
NON-QUALIFIED STOCK OPTION (Non-Assignable)
5,000 Shares
To Purchase Class A Common Stock of BULL & BEAR GROUP, INC.
Issued Pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997)
THIS CERTIFIES that on October 29, 1997, Edward G. Webb, Jr. (the "Holder") was granted an option ("Option"), which is not an incentive stock option, to purchase at the Option price of $2.25 per share all or any part of 5,000 fully paid and non-assessable shares ("Shares") of the Class A Common Stock, par value $.01 per share, of BULL & BEAR GROUP, INC. ("Corporation"), a Delaware corporation, upon and subject to the following terms and conditions.
This Option shall expire on October 28, 2002.
This Option may be exercised or surrendered during the Holder's lifetime only by the Holder. This Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997) (the "Plan"), this Option may be exercised in whole or in part with respect to 100% of the Shares subject to this Option on and after the later of (i) the date of grant of this Option or (ii) the date on which the Holder has completed two years of employment with, or service as a non-employee director of, the Corporation. In no event, however, may this Option be exercised after the Option's expiration date.
Upon any exercise of this Option, payment of the purchase price for the Shares to be purchased pursuant to such exercise shall be made (i) in cash or by check to the order of the Corporation, (ii) by the delivery to the Corporation of Shares already owned by the Holder, which Shares shall be valued at their fair market value on the date of exercise of the Option, or (iii) by any combination of the foregoing.
The Option and this Option certificate are issued pursuant to and are subject to all of the terms and conditions of the Plan, the terms and conditions of which are hereby incorporated as though set forth at length and a copy of which is attached hereto.
WITNESS the signature of the Corporation's duly authorized officer.
Dated as of October 29, 1997
BULL & BEAR GROUP, INC.
By:/s/ Thomas B. Winmill
OPTION CERTIFICATE
NON-QUALIFIED STOCK OPTION (Non-Assignable)
5,000 Shares
To Purchase Class A Common Stock of BULL & BEAR GROUP, INC.
Issued Pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997)
THIS CERTIFIES that on October 29, 1997, Charles A. Carroll (the "Holder") was granted an option ("Option"), which is not an incentive stock option, to purchase at the Option price of $2.25 per share all or any part of 5,000 fully paid and non-assessable shares ("Shares") of the Class A Common Stock, par value $.01 per share, of BULL & BEAR GROUP, INC. ("Corporation"), a Delaware corporation, upon and subject to the following terms and conditions.
This Option shall expire on October 28, 2002.
This Option may be exercised or surrendered during the Holder's lifetime only by the Holder. This Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997) (the "Plan"), this Option may be exercised in whole or in part with respect to 100% of the Shares subject to this Option on and after the later of (i) the date of grant of this Option or (ii) the date on which the Holder has completed two years of employment with, or service as a non-employee director of, the Corporation. In no event, however, may this Option be exercised after the Option's expiration date.
Upon any exercise of this Option, payment of the purchase price for the Shares to be purchased pursuant to such exercise shall be made (i) in cash or by check to the order of the Corporation, (ii) by the delivery to the Corporation of Shares already owned by the Holder, which Shares shall be valued at their fair market value on the date of exercise of the Option, or (iii) by any combination of the foregoing.
The Option and this Option certificate are issued pursuant to and are subject to all of the terms and conditions of the Plan, the terms and conditions of which are hereby incorporated as though set forth at length and a copy of which is attached hereto.
WITNESS the signature of the Corporation's duly authorized officer.
Dated as of October 29, 1997
BULL & BEAR GROUP, INC.
By:/s/ Thomas B. Winmill
OPTION CERTIFICATE
INCENTIVE STOCK OPTION (Non-Assignable)
40,000 Shares
To Purchase Class A Common Stock of BULL & BEAR GROUP, INC.
Issued Pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997)
THIS CERTIFIES that on October 29, 1997, Thomas B. Winmill (the "Holder") was granted an option ("Option") to purchase at the Option price of $2.475 per share all or any part of 40,000 fully paid and non-assessable shares ("Shares") of the Class A Common Stock, par value $.01 per share, of BULL & BEAR GROUP, INC. ("Corporation"), a Delaware corporation, upon and subject to the following terms and conditions.
This Option shall expire on October 28, 2002.
This Option may be exercised or surrendered during the Holder's lifetime only by the Holder. This Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997) (the "Plan"), this Option may be exercised in whole or in part with respect to 100% of the Shares subject to this Option on and after the later of (i) the date of grant of this Option or (ii) the date on which the Holder has completed two years of employment with the Corporation or any of its subsidiaries. In no event, however, may this Option be exercised after the Option's expiration date.
Upon any exercise of this Option, payment of the purchase price for the Shares to be purchased pursuant to such exercise shall be made (i) in cash or by check to the order of the Corporation, (ii) by the delivery to the Corporation of Shares already owned by the Holder, which Shares shall be valued at their fair market value on the date of exercise of the Option, (iii) if permitted by the Committee under the Plan, by delivering to the Corporation a recourse promissory note in accordance with and subject to the terms of Section 8.07 of the Plan, or (iv) by any combination of the foregoing.
The Option and this Option certificate are issued pursuant to and are subject to all of the terms and conditions of the Plan, the terms and conditions of which are hereby incorporated as though set forth at length and a copy of which is attached hereto.
WITNESS the signature of the Corporation's duly authorized officer.
Dated as of October 29, 1997
BULL & BEAR GROUP, INC.
By:/s/ Thomas B. Winmill
OPTION CERTIFICATE
INCENTIVE STOCK OPTION (Non-Assignable)
40,000 Shares
To Purchase Class A Common Stock of BULL & BEAR GROUP, INC.
Issued Pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997)
THIS CERTIFIES that on October 29, 1997, Mark C. Winmill (the "Holder") was granted an option ("Option") to purchase at the Option price of $2.475 per share all or any part of 40,000 fully paid and non-assessable shares ("Shares") of the Class A Common Stock, par value $.01 per share, of BULL & BEAR GROUP, INC. ("Corporation"), a Delaware corporation, upon and subject to the following terms and conditions.
This Option shall expire on October 28, 2002.
This Option may be exercised or surrendered during the Holder's lifetime only by the Holder. This Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997) (the "Plan"), this Option may be exercised in whole or in part with respect to 100% of the Shares subject to this Option on and after the later of (i) the date of grant of this Option or (ii) the date on which the Holder has completed two years of employment with the Corporation or any of its subsidiaries. In no event, however, may this Option be exercised after the Option's expiration date.
Upon any exercise of this Option, payment of the purchase price for the Shares to be purchased pursuant to such exercise shall be made (i) in cash or by check to the order of the Corporation, (ii) by the delivery to the Corporation of Shares already owned by the Holder, which Shares shall be valued at their fair market value on the date of exercise of the Option, (iii) if permitted by the Committee under the Plan, by delivering to the Corporation a recourse promissory note in accordance with and subject to the terms of Section 8.07 of the Plan, or (iv) by any combination of the foregoing.
The Option and this Option certificate are issued pursuant to and are subject to all of the terms and conditions of the Plan, the terms and conditions of which are hereby incorporated as though set forth at length and a copy of which is attached hereto.
WITNESS the signature of the Corporation's duly authorized officer.
Dated as of October 29, 1997
BULL & BEAR GROUP, INC.
By:/s/ Thomas B. Winmill
OPTION CERTIFICATE
INCENTIVE STOCK OPTION (Non-Assignable)
5,000 Shares
To Purchase Class A Common Stock of BULL & BEAR GROUP, INC.
Issued Pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997)
THIS CERTIFIES that on October 29, 1997, Robert D. Anderson (the "Holder") was granted an option ("Option") to purchase at the Option price of $2.25 per share all or any part of 5,000 fully paid and non-assessable shares ("Shares") of the Class A Common Stock, par value $.01 per share, of BULL & BEAR GROUP, INC. ("Corporation"), a Delaware corporation, upon and subject to the following terms and conditions.
This Option shall expire on October 28, 2002.
This Option may be exercised or surrendered during the Holder's lifetime only by the Holder. This Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided pursuant to the Bull & Bear Group, Inc. 1995 Long-Term Incentive Plan (as Amended and Restated as of October 29, 1997) (the "Plan"), this Option may be exercised in whole or in part with respect to 100% of the Shares subject to this Option on and after the later of (i) the date of grant of this Option or (ii) the date on which the Holder has completed two years of employment with the Corporation or any of its subsidiaries. In no event, however, may this Option be exercised after the Option's expiration date.
Upon any exercise of this Option, payment of the purchase price for the Shares to be purchased pursuant to such exercise shall be made (i) in cash or by check to the order of the Corporation, (ii) by the delivery to the Corporation of Shares already owned by the Holder, which Shares shall be valued at their fair market value on the date of exercise of the Option, (iii) if permitted by the Committee under the Plan, by delivering to the Corporation a recourse promissory note in accordance with and subject to the terms of Section 8.07 of the Plan, or (iv) by any combination of the foregoing.
The Option and this Option certificate are issued pursuant to and are subject to all of the terms and conditions of the Plan, the terms and conditions of which are hereby incorporated as though set forth at length and a copy of which is attached hereto.
WITNESS the signature of the Corporation's duly authorized officer.
Dated as of October 29, 1997
BULL & BEAR GROUP, INC.
By:/s/ Thomas B. Winmill
NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT dated as of March 4, 1998 between BULL & BEAR GROUP, INC., a Delaware corporation (the "Licensor") and BULL & BEAR FUNDS I, INC., a Maryland corporation (the "Licensee").
W I T N E S S E T H
WHEREAS, the Licensor is the owner of all right, title and interest in and to the service marks listed on Schedule A hereto, as such Schedule may be amended from time to time, (hereinafter collectively referred to as the "Licensed Marks"), and
WHEREAS, the Licensee has requested a non-exclusive license to use the Licensed Marks in connection with its corporate activities,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Licensor grants to the Licensee the non-exclusive right to use the Licensed Marks in connection with its activities as an investment company.
2. The grant of the license provided for in paragraph 1 herein is personal, indivisible, non-exclusive and not subject to succession or transfer.
3. The Licensee agrees to follow all rules reasonably imposed by the Licensor to protect the Licensor's rights in the Licensed Marks.
4. The Licensee agrees that the nature and quality of all services rendered by the Licensee in connection with the Licensed Marks shall conform to standards set by the Licensor and be under control of the Licensor.
5. The license provided for in this Agreement may be terminated in the event the Investment Manager of the Licensee shall not be Bull & Bear Advisers, Inc. or some other corporation controlling, controlled by, or under the common control of the Licensor.
6. In the event of termination as provided for in paragraph 5 herein, the Licensee agrees to promptly do all such acts and things as may be necessary to terminate its use of the Licensed Marks and will, after such termination, make no further reference to the Licensed Marks or any confusingly similar term in its business.
7. The Licensor and the Licensee agree to do all such further acts and things to effect the purposes of this Agreement.
1. 8. The representations and warranties contained herein shall continue after and survive the termination of this Agreement. No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. This agreement may not be assigned by the Licensee without the prior written consent of the Licensor, although the Licensor may assign this Agreement at any time without notice or penalty. Subject to the Licensee's Articles of Incorporation, with such amendments, if any, as may be in effect as of the date hereof, this Agreement supersedes any prior agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BULL & BEAR GROUP, INC.
By:/s/ Robert D. Anderson
BULL & BEAR FUNDS I, INC.
By:/s/ Thomas B. Winmill
Schedule A
1. Bull & Bear Performance Account
2. Bull & Bear Performance Plus Account
3. Performance
4. Bull & Bear
5. Performance Driven
6. Bull & Bear Performance Driven
7. Bull & Bear Stockfax
9. Bull & Bear No-Fee IRA
10. Performance Plus
NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT dated as of March 4, 1998 between BULL & BEAR GROUP, INC., a Delaware corporation (the "Licensor") and BULL & BEAR FUNDS II, INC., a Maryland corporation (the "Licensee").
W I T N E S S E T H
WHEREAS, the Licensor is the owner of all right, title and interest in and to the service marks listed on Schedule A hereto, as such Schedule may be amended from time to time, (hereinafter collectively referred to as the "Licensed Marks"), and
WHEREAS, the Licensee has requested a non-exclusive license to use the Licensed Marks in connection with its corporate activities,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Licensor grants to the Licensee the non-exclusive right to use the Licensed Marks in connection with its activities as an investment company.
2. The grant of the license provided for in paragraph 1 herein is personal, indivisible, non-exclusive and not subject to succession or transfer.
3. The Licensee agrees to follow all rules reasonably imposed by the Licensor to protect the Licensor's rights in the Licensed Marks.
4. The Licensee agrees that the nature and quality of all services rendered by the Licensee in connection with the Licensed Marks shall conform to standards set by the Licensor and be under control of the Licensor.
5. The license provided for in this Agreement may be terminated in the event the Investment Manager of the Licensee shall not be Bull & Bear Advisers, Inc. or some other corporation controlling, controlled by, or under the common control of the Licensor.
6. In the event of termination as provided for in paragraph 5 herein, the Licensee agrees to promptly do all such acts and things as may be necessary to terminate its use of the Licensed Marks and will, after such termination, make no further reference to the Licensed Marks or any confusingly similar term in its business.
7. The Licensor and the Licensee agree to do all such further acts and things to effect the purposes of this Agreement.
8. The representations and warranties contained herein shall continue after and survive the termination of this Agreement. No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. This agreement may not be assigned by the Licensee without the prior written consent of the Licensor, although the Licensor may assign this Agreement at any time without notice or penalty. Subject to the Licensee's Articles of Incorporation, with such amendments, if any, as may be in effect as of the date hereof, this Agreement supersedes any prior agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BULL & BEAR GROUP, INC.
By:/s/ Robert D. Anderson
BULL & BEAR FUNDS II, INC.
By:/s/ Thomas B. Winmill
Schedule A
1. Bull & Bear Performance Account
2. Bull & Bear Performance Plus Account
3. Performance
4. Bull & Bear
5. Performance Driven
6. Bull & Bear Performance Driven
7. Bull & Bear Stockfax
9. Bull & Bear No-Fee IRA
10. Performance Plus
NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT dated as of March 4, 1998 between BULL & BEAR GROUP, INC., a Delaware corporation (the "Licensor") and BULL & BEAR GOLD INVESTORS LTD., a Maryland corporation (the "Licensee").
W I T N E S S E T H
WHEREAS, the Licensor is the owner of all right, title and interest in and to the service marks listed on Schedule A hereto, as such Schedule may be amended from time to time, (hereinafter collectively referred to as the "Licensed Marks"), and
WHEREAS, the Licensee has requested a non-exclusive license to use the Licensed Marks in connection with its corporate activities,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Licensor grants to the Licensee the non-exclusive right to use the Licensed Marks in connection with its activities as an investment company.
2. The grant of the license provided for in paragraph 1 herein is personal, indivisible, non-exclusive and not subject to succession or transfer.
3. The Licensee agrees to follow all rules reasonably imposed by the Licensor to protect the Licensor's rights in the Licensed Marks.
4. The Licensee agrees that the nature and quality of all services rendered by the Licensee in connection with the Licensed Marks shall conform to standards set by the Licensor and be under control of the Licensor.
5. The license provided for in this Agreement may be terminated in the event the Investment Manager of the Licensee shall not be Bull & Bear Advisers, Inc. or some other corporation controlling, controlled by, or under the common control of the Licensor.
6. In the event of termination as provided for in paragraph 5 herein, the Licensee agrees to promptly do all such acts and things as may be necessary to terminate its use of the Licensed Marks and will, after such termination, make no further reference to the Licensed Marks or any confusingly similar term in its business.
7. The Licensor and the Licensee agree to do all such further acts and things to effect the purposes of this Agreement.
8. The representations and warranties contained herein shall continue after and survive the termination of this Agreement. No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. This agreement may not be assigned by the Licensee without the prior written consent of the Licensor, although the Licensor may assign this Agreement at any time without notice or penalty. Subject to the Licensee's Articles of Incorporation, with such amendments, if any, as may be in effect as of the date hereof, this Agreement supersedes any prior agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BULL & BEAR GROUP, INC.
By:/s/ Robert D. Anderson
BULL & BEAR GOLD INVESTORS LTD.
By:/s/ Thomas B. Winmill
Schedule A
1. Bull & Bear Performance Account
2. Bull & Bear Performance Plus Account
3. Performance
4. Bull & Bear
5. Performance Driven
6. Bull & Bear Performance Driven
7. Bull & Bear Stockfax
9. Bull & Bear No-Fee IRA
10. Performance Plus
NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT dated as of March 4, 1998 between BULL & BEAR GROUP, INC., a Delaware corporation (the "Licensor") and BULL & BEAR GLOBAL INCOME FUND, INC., a Maryland corporation (the "Licensee").
W I T N E S S E T H
WHEREAS, the Licensor is the owner of all right, title and interest in and to the service marks listed on Schedule A hereto, as such Schedule may be amended from time to time, (hereinafter collectively referred to as the "Licensed Marks"), and
WHEREAS, the Licensee has requested a non-exclusive license to use the Licensed Marks in connection with its corporate activities,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Licensor grants to the Licensee the non-exclusive right to use the Licensed Marks in connection with its activities as an investment company.
2. The grant of the license provided for in paragraph 1 herein is personal, indivisible, non-exclusive and not subject to succession or transfer.
3. The Licensee agrees to follow all rules reasonably imposed by the Licensor to protect the Licensor's rights in the Licensed Marks.
4. The Licensee agrees that the nature and quality of all services rendered by the Licensee in connection with the Licensed Marks shall conform to standards set by the Licensor and be under control of the Licensor.
5. The license may be withdrawn by the Licensor at any time, in its sole discretion and without prior notice, in which case the Licensee shall have no further right whatsoever to use the Licensed Marks and the Licensee's shareholders, officers and directors shall promptly take whatever action may be necessary to eliminate all use of and reference to the Licensed Marks in the Licensor's name and otherwise.
6. In the event of termination as provided for in paragraph 5 herein, the Licensee agrees to promptly do all such acts and things as may be necessary to terminate its use of the Licensed Marks and will, after such termination, make no further reference to the Licensed Marks or any confusingly similar term in its business.
7. The Licensor and the Licensee agree to do all such further acts and things to effect the purposes of this Agreement.
8. The representations and warranties contained herein shall continue after and survive the termination of this Agreement. No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. This agreement may not be assigned by the Licensee without the prior written consent of the Licensor, although the Licensor may assign this Agreement at any time without notice or penalty. Subject to the Licensee's Articles of Incorporation, with such amendments, if any, as may be in effect as of the date hereof, this Agreement supersedes any prior agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BULL & BEAR GROUP, INC.
By:/s/ Robert D. Anderson
BULL & BEAR GLOBAL INCOME FUND, INC.
By:/s/ Thomas B. Winmill
Schedule A
1. Bull & Bear Performance Account
2. Bull & Bear Performance Plus Account
3. Performance
4. Bull & Bear
5. Performance Driven
6. Bull & Bear Performance Driven
7. Bull & Bear Stockfax
9. Bull & Bear No-Fee IRA
10. Performance Plus
NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT dated as of March 4, 1998 between BULL & BEAR GROUP, INC., a Delaware corporation (the "Licensor") and MIDAS FUND, INC., a Maryland corporation (the "Licensee").
W I T N E S S E T H
WHEREAS, the Licensor is the owner of all right, title and interest in and to the service marks listed on Schedule A hereto, as such Schedule may be amended from time to time, (hereinafter collectively referred to as the "Licensed Marks"), and
WHEREAS, the Licensee has requested a non-exclusive license to use the Licensed Marks in connection with its corporate activities,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Licensor grants to the Licensee the non-exclusive right to use the Licensed Marks in connection with its activities as an investment company.
2. The grant of the license provided for in paragraph 1 herein is personal, indivisible, non-exclusive and not subject to succession or transfer.
3. The Licensee agrees to follow all rules reasonably imposed by the Licensor to protect the Licensor's rights in the Licensed Marks.
4. The Licensee agrees that the nature and quality of all services rendered by the Licensee in connection with the Licensed Marks shall conform to standards set by the Licensor and be under control of the Licensor.
5. The license may be withdrawn by the Licensor at any time, in its sole discretion and without prior notice, in which case the Licensee shall have no further right whatsoever to use the Licensed Marks and the Licensee's shareholders, officers and directors shall promptly take whatever action may be necessary to eliminate all use of and reference to the Licensed Marks in the Licensor's name and otherwise.
6. In the event of termination as provided for in paragraph 5 herein, the Licensee agrees to promptly do all such acts and things as may be necessary to terminate its use of the Licensed Marks and will, after such termination, make no further reference to the Licensed Marks or any confusingly similar term in its business.
7. The Licensor and the Licensee agree to do all such further acts and things to effect the purposes of this Agreement.
8. The representations and warranties contained herein shall continue after and survive the termination of this Agreement. No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. This agreement may not be assigned by the Licensee without the prior written consent of the Licensor, although the Licensor may assign this Agreement at any time without notice or penalty. Subject to the Licensee's Articles of Incorporation, with such amendments, if any, as may be in effect as of the date hereof, this Agreement supersedes any prior agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BULL & BEAR GROUP, INC.
By:/s/ Robert D. Anderson
MIDAS FUND, INC.
By:/s/ Thomas B. Winmill
Schedule A
Bull & Bear Performance Account
Bull & Bear Performance Plus Account
Performance
Bull & Bear
Performance Driven
Bull & Bear Performance Driven
Bull & Bear Stockfax
Bull & Bear No-Fee IRA
Performance Plus
NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT dated as of March 4, 1998 between BULL & BEAR GROUP, INC., a Delaware corporation (the "Licensor") and BULL & BEAR MUNICIPAL INCOME FUND, INC., a Maryland corporation (the "Licensee").
W I T N E S S E T H
WHEREAS, the Licensor is the owner of all right, title and interest in and to the service marks listed on Schedule A hereto, as such Schedule may be amended from time to time, (hereinafter collectively referred to as the "Licensed Marks"), and
WHEREAS, the Licensee has requested a non-exclusive license to use the Licensed Marks in connection with its corporate activities,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Licensor grants to the Licensee the non-exclusive right to use the Licensed Marks in connection with its activities as an investment company.
2. The grant of the license provided for in paragraph 1 herein is personal, indivisible, non-exclusive and not subject to succession or transfer.
3. The Licensee agrees to follow all rules reasonably imposed by the Licensor to protect the Licensor's rights in the Licensed Marks.
4. The Licensee agrees that the nature and quality of all services rendered by the Licensee in connection with the Licensed Marks shall conform to standards set by the Licensor and be under control of the Licensor.
5. The license may be withdrawn by the Licensor at any time, in its sole discretion and without prior notice, in which case the Licensee shall have no further right whatsoever to use the Licensed Marks and the Licensee's shareholders, officers and directors shall promptly take whatever action may be necessary to eliminate all use of and reference to the Licensed Marks in the Licensor's name and otherwise.
6. In the event of termination as provided for in paragraph 5 herein, the Licensee agrees to promptly do all such acts and things as may be necessary to terminate its use of the Licensed Marks and will, after such termination, make no further reference to the Licensed Marks or any confusingly similar term in its business.
7. The Licensor and the Licensee agree to do all such further acts and things to effect the purposes of this Agreement.
8. The representations and warranties contained herein shall continue after and survive the termination of this Agreement. No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. This agreement may not be assigned by the Licensee without the prior written consent of the Licensor, although the Licensor may assign this Agreement at any time without notice or penalty. Subject to the Licensee's Articles of Incorporation, with such amendments, if any, as may be in effect as of the date hereof, this Agreement supersedes any prior agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BULL & BEAR GROUP, INC.
By:/s/ Robert D. Anderson
BULL & BEAR MUNICIPAL INCOME FUND, INC.
By:/s/ Thomas B. Winmill
Schedule A
1. Bull & Bear Performance Account
2. Bull & Bear Performance Plus Account
3. Performance
4. Bull & Bear
5. Performance Driven
6. Bull & Bear Performance Driven
7. Bull & Bear Stockfax
8. Bull & Bear No-Fee IRA
9. Performance Plus
NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT dated as of March 4, 1998 between BULL & BEAR GROUP, INC., a Delaware corporation (the "Licensor") and ROCKWOOD FUND, INC., a Maryland corporation (the "Licensee").
W I T N E S S E T H
WHEREAS, the Licensor is the owner of all right, title and interest in and to the service marks listed on Schedule A hereto, as such Schedule may be amended from time to time, (hereinafter collectively referred to as the "Licensed Marks"), and
WHEREAS, the Licensee has requested a non-exclusive license to use the Licensed Marks in connection with its corporate activities,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Licensor grants to the Licensee the non-exclusive right to use the Licensed Marks in connection with its activities as an investment company.
2. The grant of the license provided for in paragraph 1 herein is personal, indivisible, non-exclusive and not subject to succession or transfer.
3. The Licensee agrees to follow all rules reasonably imposed by the Licensor to protect the Licensor's rights in the Licensed Marks.
4. The Licensee agrees that the nature and quality of all services rendered by the Licensee in connection with the Licensed Marks shall conform to standards set by the Licensor and be under control of the Licensor.
5. The license may be withdrawn by the Licensor at any time, in its sole discretion and without prior notice, in which case the Licensee shall have no further right whatsoever to use the Licensed Marks and the Licensee's shareholders, officers and directors shall promptly take whatever action may be necessary to eliminate all use of and reference to the Licensed Marks in the Licensor's name and otherwise.
6. In the event of termination as provided for in paragraph 5 herein, the Licensee agrees to promptly do all such acts and things as may be necessary to terminate its use of the Licensed Marks and will, after such termination, make no further reference to the Licensed Marks or any confusingly similar term in its business.
7. The Licensor and the Licensee agree to do all such further acts and things to effect the purposes of this Agreement.
8. The representations and warranties contained herein shall continue after and survive the termination of this Agreement. No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. This agreement may not be assigned by the Licensee without the prior written consent of the Licensor, although the Licensor may assign this Agreement at any time without notice or penalty. Subject to the Licensee's Articles of Incorporation, with such amendments, if any, as may be in effect as of the date hereof, this Agreement supersedes any prior agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BULL & BEAR GROUP, INC.
By:/s/ Robert D. Anderson
ROCKWOOD FUND, INC.
By: /s/ Thomas B. Winmill
Schedule A
1. Bull & Bear Performance Account
2. Bull & Bear Performance Plus Account
3. Performance
4. Bull & Bear
5. Performance Driven
6. Bull & Bear Performance Driven
7. Bull & Bear Stockfax
9. Bull & Bear No-Fee IRA
10. Performance Plus
NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT dated as of March 4, 1998 between BULL & BEAR GROUP, INC., a Delaware corporation (the "Licensor") and BULL & BEAR SPECIAL EQUITIES FUND, INC., a Maryland corporation (the "Licensee").
W I T N E S S E T H
WHEREAS, the Licensor is the owner of all right, title and interest in and to the service marks listed on Schedule A hereto, as such Schedule may be amended from time to time, (hereinafter collectively referred to as the "Licensed Marks"), and
WHEREAS, the Licensee has requested a non-exclusive license to use the Licensed Marks in connection with its corporate activities,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Licensor grants to the Licensee the non-exclusive right to use the Licensed Marks in connection with its activities as an investment company.
2. The grant of the license provided for in paragraph 1 herein is personal, indivisible, non-exclusive and not subject to succession or transfer.
3. The Licensee agrees to follow all rules reasonably imposed by the Licensor to protect the Licensor's rights in the Licensed Marks.
4. The Licensee agrees that the nature and quality of all services rendered by the Licensee in connection with the Licensed Marks shall conform to standards set by the Licensor and be under control of the Licensor.
5. The license provided for in this Agreement may be terminated in the event the Investment Manager of the Licensee shall not be Bull & Bear Advisers, Inc. or some other corporation controlling, controlled by, or under the common control of the Licensor.
6. In the event of termination as provided for in paragraph 5 herein, the Licensee agrees to promptly do all such acts and things as may be necessary to terminate its use of the Licensed Marks and will, after such termination, make no further reference to the Licensed Marks or any confusingly similar term in its business.
7. The Licensor and the Licensee agree to do all such further acts and things to effect the purposes of this Agreement.
8. The representations and warranties contained herein shall continue after and survive the termination of this Agreement. No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. This agreement may not be assigned by the Licensee without the prior written consent of the Licensor, although the Licensor may assign this Agreement at any time without notice or penalty. Subject to the Licensee's Articles of Incorporation, with such amendments, if any, as may be in effect as of the date hereof, this Agreement supersedes any prior agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BULL & BEAR GROUP, INC.
By:/s/ Robert D. Anderson
BULL & BEAR SPECIAL EQUITIES FUND, INC.
By:/s/ Thomas B. Winmill
Schedule A
1. Bull & Bear Performance Account
2. Bull & Bear Performance Plus Account
3. Performance
4. Bull & Bear
5. Performance Driven
6. Bull & Bear Performance Driven
7. Bull & Bear Stockfax
9. Bull & Bear No-Fee IRA
10. Performance Plus
NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT dated as of March 4, 1998 between BULL & BEAR GROUP, INC., a Delaware corporation (the "Licensor") and BULL & BEAR U.S. GOVERNMENT SECURITIES FUND, INC., a Maryland corporation (the "Licensee").
W I T N E S S E T H
WHEREAS, the Licensor is the owner of all right, title and interest in and to the service marks listed on Schedule A hereto, as such Schedule may be amended from time to time, (hereinafter collectively referred to as the "Licensed Marks"), and
WHEREAS, the Licensee has requested a non-exclusive license to use the Licensed Marks in connection with its corporate activities,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Licensor grants to the Licensee the non-exclusive right to use the Licensed Marks in connection with its activities as an investment company.
2. The grant of the license provided for in paragraph 1 herein is personal, indivisible, non-exclusive and not subject to succession or transfer.
3. The Licensee agrees to follow all rules reasonably imposed by the Licensor to protect the Licensor's rights in the Licensed Marks.
4. The Licensee agrees that the nature and quality of all services rendered by the Licensee in connection with the Licensed Marks shall conform to standards set by the Licensor and be under control of the Licensor.
5. The license may be withdrawn by the Licensor at any time, in its sole discretion and without prior notice, in which case the Licensee shall have no further right whatsoever to use the Licensed Marks and the Licensee's shareholders, officers and directors shall promptly take whatever action may be necessary to eliminate all use of and reference to the Licensed Marks in the Licensor's name and otherwise.
6. In the event of termination as provided for in paragraph 5 herein, the Licensee agrees to promptly do all such acts and things as may be necessary to terminate its use of the Licensed Marks and will, after such termination, make no further reference to the Licensed Marks or any confusingly similar term in its business.
7. The Licensor and the Licensee agree to do all such further acts and things to effect the purposes of this Agreement.
8. The representations and warranties contained herein shall continue after and survive the termination of this Agreement. No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. This agreement may not be assigned by the Licensee without the prior written consent of the Licensor, although the Licensor may assign this Agreement at any time without notice or penalty. Subject to the Licensee's Articles of Incorporation, with such amendments, if any, as may be in effect as of the date hereof, this Agreement supersedes any prior agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
BULL & BEAR GROUP, INC.
By:/s/ Robert D. Anderson
BULL & BEAR U.S. GOVERNMENT SECURITIES FUND, INC.
By: /s/ Thomas B. Winmill
Schedule A
1. Bull & Bear Performance Account
2. Bull & Bear Performance Plus Account
3. Performance
4. Bull & Bear
5. Performance Driven
6. Bull & Bear Performance Driven
7. Bull & Bear Stockfax
9. Bull & Bear No-Fee IRA
10. Performance Plus
EXHIBIT 11 - STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
EXHIBIT 21 - WHOLLY-OWNED SUBSIDIARIES OF THE COMPANY
Bull & Bear Advisers, Inc., a Delaware corporation
Bull & Bear Securities, Inc., a Delaware corporation
Hanover Direct Advertising Company, Inc., a Delaware corporation
Investor Service Center, Inc., a Delaware corporation
Lion Exploration, Inc., a Delaware corporation
Midas Management Corporation a Delaware corporation
Performance Properties, Inc., a Delaware corporation
Rockwood Advisers, Inc. a Delaware Corporation