Edgar Filing: VALUE LINE INC

(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

VALUE LINE, INC.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):
[X] No fee required.
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(1) Title of each class of securities to which transaction applies:

Common Stock
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):

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VALUE LINE, INC.
220 East 42nd Street
New York, New York 10017

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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TO THE SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of the Shareholders of
Value Line, Inc. (the "Company") will be held on August 25, 2006, at 10:00 a.m.
at the offices of Chadbourne and Parke, LLP, 30 Rockefeller Plaza, 36th Floor,
New York, NY 10112 for the following purposes:

1. To elect directors of Value Line, Inc.; and

2. To transact such other business as may properly come before the meeting.

Shareholders of record at the close of business on August 4, 2006 will be
entitled to notice of and to vote at the meeting and any adjournments thereof.

If you hold shares in your name and are attending the Annual Meeting,
please bring your admission ticket included with the Proxy Statement as well as
a form of government issued photo indentification. If your shares are held
indirectly in the name of a bank, broker or other nominee (in "street name"),
please request a letter or some other evidence of ownership from your bank,
broker or other nominee, as well as proper authorization if you wish to vote
your shares in person, and bring these documents to the Annual Meeting.

We urge you to vote on the business to come before the meeting by promptly
executing and returning the enclosed proxy in the envelope provided or by
casting your vote in person at the meeting.

By order of the Board of Directors

HOWARD A. BRECHER,
Vice President and Secretary

New York, New York
August 11, 2006

VALUE LINE, INC.
220 East 42nd Street
New York, New York 10017

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ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 25, 2006
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PROXY STATEMENT

The following information is furnished to each shareholder in connection
with the foregoing Notice of Annual Meeting of Shareholders of Value Line, Inc.
(the "Company") to be held on August 25, 2006. The enclosed proxy is for use at
the meeting and any adjournments thereof. This Proxy Statement and the form of
proxy are being mailed to shareholders on or about August 11, 2006.

The enclosed proxy is being solicited by and on behalf of the Board of
Directors of the Company. A proxy executed on the enclosed form may be revoked
by the shareholder at any time before the shares are voted by delivering
written notice of revocation to the Secretary of the Company, by executing a
later dated proxy or by attending the meeting and voting in person. The shares
represented by all proxies which are received by the Company in proper form
will be voted as specified. If no specification is made in a proxy, the shares
represented thereby will be voted for the election of the Board's nominees as
Directors and in the best judgment of the proxies upon such other matters as
may properly come before the meeting.

The expense in connection with the solicitation of proxies will be borne
by the Company.

Only holders of Common Stock of record at the close of business on August
4, 2006 will be entitled to vote at the meeting. On that date, there were
9,981,600 shares of Common Stock issued and outstanding, the holders of which
are entitled to one vote per share.

Under the New York Business Corporation Law (the "BCL") and the Company's
By-Laws, the presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote on a particular matter
is necessary to constitute a quorum of shareholders to take action at the
Annual Meeting with respect to such matter. For these purposes, shares which
are present, or represented by a proxy, at the Annual Meeting will be counted
for quorum purposes regardless of whether the holder of the shares or proxy
fails to vote on any particular matter or whether a broker with discretionary
authority fails to exercise its discretionary voting authority with respect to
any particular matter. Once a quorum of the shareholders is established, under
the BCL and the Company's By-Laws, the nominees standing for election as
directors will be elected by a plurality of the votes cast and each other
matter will be decided by a majority of the votes cast on the matter, except as
otherwise provided by law or the Company's Certificate of Incorporation or
By-Laws. For voting purposes (as opposed to for purposes of establishing a
quorum) abstentions and broker non-votes will not be counted in determining
whether the nominees standing for election as directors have been elected and
whether each other matter has been approved.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of August 4, 2006 (except as
noted in note 2 below) as to shares of the Company's Common Stock held by
persons known to the Company to be the beneficial owners of more than 5% of the
Company's Common Stock.

Name and Address Number of Shares Percentage of Shares
of Beneficial Owner Beneficially Owned Beneficially Owned (1)
--------------------------------------- -------------------- -----------------------

Arnold Bernhard & Co., Inc.(1) 8,631,032 86.5%
220 East 42nd Street
New York, NY 10017
Wellington Management
Company, LLP(2) 514,083 5.15%
75 State Street
Boston, MA 02109

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(1) Jean Bernhard Buttner, Chairman of the Board, President and Chief
Executive Officer of the Company, owns all of the outstanding voting stock
of Arnold Bernhard & Co., Inc.

(2) Reflects beneficial ownership reported by Wellington Management Company,
LLP in a Schedule 13G filed with the Securities and Exchange Commission on
February 14, 2006. Wellington Management stated in its Schedule 13G that
it was reporting in its capacity as investment adviser, that the subject
securities were owned of record by clients of Wellington Management and
that those clients have the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale of, such
securities.

The following table sets forth information as of August 4, 2006 with
respect to shares of the Company's Common Stock owned by each nominee for
director of the Company, by each executive officer listed in the Summary
Compensation Table and by all executive officers and directors as a group.

Jean Bernhard Buttner .............. 100(1) *
Edgar A. Buttner ................... 100 *
Herbert Pardes ..................... 100 *
Marion Ruth ........................ 200 *
Edward J. Shanahan ................. 100 *
Samuel Eisenstadt .................. 100 *
David T. Henigson .................. 150 *
Howard A. Brecher .................. 200 *
Stephen R. Anastasio ............... 100 *
All directors and executive officers
as a group (10 persons) ........... 1,250(1) *

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* Less than one percent

(1) Excludes 8,631,032 shares (86.5% of the outstanding shares) owned by
Arnold Bernhard & Co., Inc.

ELECTION OF DIRECTORS

During the fiscal year ended April 30, 2006, there were four meetings of
the Board of Directors. Each director attended at least 75% of the meetings
held during the year of the Board of Directors and of each committee on which
he or she served, except Marion N. Ruth who joined the Board in January 2006.
The Company does not have a policy on attendance by directors at the Company's
Annual Meeting.

The Board of Directors has established an Audit Committee which consists
of Herbert Pardes, M.D., Marion N. Ruth and Edward J. Shanahan. All members of
the Audit Committee are independent, as independence for audit committee
members is defined in the NASDAQ Stock Market's listing standards. The
Committee held three meetings during the year ended April 30, 2006 to discuss
audit and financial reporting matters with both management and the Company's
independent public accountants.

The Board of Directors has determined that no member of the Audit
Committee is an "audit committee financial expert" (as defined in the rules and
regulations of the Securities and Exchange Commission). The Board of Directors
believes that the experience and financial sophistication of the members of the
Audit Committee are sufficient to permit the members of the Audit Committee to
fulfill the duties and responsibilities of the Audit Committee. All members of
the Audit Committee meet the Nasdaq Stock Market's audit committee financial
sophistication requirements. The Board of Directors has adopted a written
charter for the Audit Committee, a copy of which was attached to the Company's
proxy statement for the 2004 Annual Meeting of Shareholders as Appendix A.

The Board of Directors has also established a Compensation Committee
consisting of Herbert Pardes, M.D., Marion N. Ruth and Edward J. Shanahan. The
Committee held its annual meeting following the close of the 2006 fiscal year
to discuss the compensation of the Chief Executive Officer.

The Company does not have a standing nominating committee and there is no
written charter governing the nomination process. Nominations are made by the
Board of Directors. The Board feels it is appropriate for the full Board to
serve this function because the Company has a relatively small Board.

The Board's process for identifying and evaluating potential nominees
includes soliciting recommendations from directors and officers of the Company.
Additionally, the Board will consider persons recommended by shareholders of
the Company in selecting the Board's nominees for election. There is no
difference in the manner in which the Board evaluates persons recommended by
directors or officers and persons recommended by shareholders in selecting
Board nominees.

To be considered in the Board's selection of Board nominees,
recommendations from shareholders must be received by the Company in writing by
at least thirty (30) (but not more than sixty (60)) days prior to the
shareholders' meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided that if less than forty
(40) days' notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder to be timely must be
received by the Company as provided herein not later than the close of business
on the tenth (10th) day following the earlier of the day on which such notice
of the date of the meeting was mailed or the day on

which public disclosure was made. Such shareholder's notice shall set forth (a)
as to each person whom the shareholder proposes to nominate for election or
reelection as a director all information relating to such persons that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice (i) the name and address, as they appear on the Company's
books, of such shareholder proposing such nomination and any other shareholders
known by such shareholder to be supporting such nomination, and (ii) the class
and number of shares which are beneficially owned by such shareholder.
Recommendations should identify the submitting shareholder, the person
recommended for consideration and the reasons the submitting shareholder
believes such person should be considered.

Any shareholder or other interested party who desires to communicate with
any director may do so by writing the director, c/o Value Line, Inc., 220 East
42nd Street, New York, NY 10017.

A director who is also an employee of the Company receives no compensation
for his service on the Board in addition to that compensation which he receives
as an employee. Effective January 12, 2006, a director who is not an employee
of the Company is paid a director's fee of $25,000 per year. Members of the
Audit Committee are paid an additional fee of $20,000 per year. Prior to
January 2006, a director who was not an employee of the Company was paid a
director's fee of $3,000 per year plus $1,750 for each Board meeting attended
and $2,500 for each Audit Committee meeting attended.

Although the Nasdaq National Market System listing requirements generally
require that a majority of the board of directors be comprised of independent
directors, there is an exemption for "controlled companies", which are
companies of which more than 50% of the voting power is held by an individual,
a group or another company. Because Arnold Bernhard & Co., Inc. owns 86.5% of
the outstanding stock of the Company, the Company is a "controlled company" and
is not subject to this requirement.

Information concerning the nominees for directors appears in the following
table. Except as otherwise indicated, each of the following has held an
executive position with the companies indicated for at least five years.

Director
Nominee, Age as of August 4, 2006 and Principal Occupation Since
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Jean Bernhard Buttner* (71). Chairman of the Board, President, and Chief Executive 1982
and Operating Officer of the Company and Arnold Bernhard & Co., Inc.; Chairman of the
Board and President and Director or Trustee of each of the Value Line Funds. Trustee,
Choate Rosemary Hall since 2004. Mrs. Buttner is the mother of Dr. Edgar A. Buttner.
Dr. Edgar A. Buttner (43). Research Associate, Harvard University since 2003; Instructor, 2003
McLean Hospital since 2002; Postdoctoral Fellow, Massachusetts Institute of Technology,
1997-
2001. Director of Arnold Bernhard & Co., Inc..
Howard A. Brecher* (52). Vice President and Secretary of the Company; Vice President, 1992
Secretary, Treasurer, General Counsel and Director of Arnold Bernhard & Co., Inc.;
Assistant
Secretary and Assistant Treasurer of each of the Value Line Funds since 2005.
David T. Henigson* (48). Vice President and Chief Compliance Officer of the Company; Chief 1992
Compliance Officer, Vice President and Secretary of each of the Value Line Funds; Vice
President and Director of Arnold Bernhard & Co., Inc.
Dr. Herbert Pardes (72). President and CEO of New York-Presbyterian Hospital. 2000
Marion N. Ruth (71). President, Ruth Realty (real estate broker). Director or Trustee of 2005
each
of the Value Line Funds until 2005; Director of Value Line, Inc., 2000-2004.
Edward J. Shanahan (63). President and Headmaster, Choate Rosemary Hall; Director and 2004
Chairman, Foundation for Greater Opportunity (independent educational foundation).

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* Member of the Executive Committee.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation for
services in all capacities to the Company for the fiscal years ended April 30,
2006, 2005 and 2004 of the chief executive officer of the Company and the four
most highly compensated executive officers other than the chief executive.

Annual Compensation
--------------------------
Name and Fiscal All Other
Principal Position Year Salary ($) Bonus ($) Compensation (a) ($)
------------------------------ -------- ------------ ----------- ---------------------

Jean B. Buttner .............. 2006 931,045 -- 19,880
Chairman of the Board and 2005 917,286 -- 18,086
Chief Executive Officer 2004 917,286 -- 16,814
Samuel Eisenstadt ............ 2006 140,983 125,000 16,213
Senior Vice President and 2005 138,900 125,000 14,571
Research Chairman 2004 138,900 125,000 13,890
David T. Henigson ............ 2006 380,363 -- 24,150
Vice President 2005 111,175 207,500 11,662
2004 100,000 415,000 10,000
Howard A. Brecher ............ 2006 50,750 400,000 5,836
Vice President 2005 50,000 400,000 5,245
2004 50,000 400,000 5,000
Stephen R. Anastasio ......... 2006 113,256 45,600 13,024
Treasurer 2005 100,000 58,800 10,247
2004 100,000 120,000 10,000

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(a) Employees of the Company are members of the Profit Sharing and Savings
Plan (the "Plan"). The Plan provides for a discretionary annual
contribution out of net operating income which is (subject to legal
limitations) proportionate to the salaries of eligible employees. The
Company's contribution expense was $1,244,000 for the year ended April 30,
2006. Each employee's interest in the Plan is invested in such proportions
as the employee may elect in shares of one or more of the mutual funds
which are available for investment by plan participants, for which the
Company acts as investment adviser. Distributions under the Plan vest in
accordance with a schedule based upon the employee's length of service and
are payable upon request at the time of the employee's retirement, death,
total disability, or termination of employment.

Certain Relationships and Related Transactions

Arnold Bernhard & Co., Inc. utilizes the services of officers and
employees of the Company to the extent necessary to conduct its business. The
Company and Arnold Bernhard & Co., Inc. allocate costs for office space,
equipment and supplies and support staff pursuant to a servicing and
reimbursement arrangement. During the years ended April 30, 2006, 2005, and
2004, the Company was reimbursed $918,000, $689,000 and $489,000, respectively,
for payments it made on behalf of and services it

provided to Arnold Bernhard & Co., Inc. In addition, a tax-sharing arrangement
allocates the tax liabilities of the two companies between them. The Company
pays to Arnold Bernhard & Co., Inc. an amount equal to the Company's liability
as if it filed separate tax returns. For the years ended April 30, 2006, 2005,
and 2004, the Company made payments to Arnold Bernhard & Co., Inc. for federal
income taxes amounting to $11,895,000, $12,115,000 and $10,650,000,
respectively.

The Company acts as investment adviser and manager for fourteen open-ended
investment companies, the Value Line Family of Funds. The Company earns
investment management fees based upon the average daily net asset values of the
respective funds. Value Line Securities, Inc. ("VLS"), a subsidary of the
Company, receives service and distribution fees under rule 12b-1 of the
Investment Company Act of 1940 from certain of the mutual funds for which the
Company is the adviser. The service and distribution fees are used to offset
marketing and distribution costs for these funds. During certain periods prior
to December 2004, VLS earned brokerage commission income on securities
transactions executed by it on behalf of the funds that were cleared on a fully
disclosed basis through non-affiliated brokers, who received a portion of the
gross commission. VLS in November 2004 suspended execution of trades through
VLS for any of the Value Line Funds. For the years ended April 30, 2006, 2005,
and 2004, investment management fees, service and distribution fees and
brokerage commission income amounted to $31,378,000, $30,206,000 and
$30,851,000 respectively, after fee waivers. These amounts include service and
distribution fees of $9,915,000, $9,609,000 and $9,638,000, respectively. There
was no brokerage commission income in fiscal year 2006.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who own more than ten percent of
a registered class of its equity securities, to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission. Executive officers, directors and greater than ten percent
shareowners are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Forms 3, 4 and 5 they file.

Based on the Company's review of the copies of such forms that it has
received and written representations from certain reporting persons confirming
that they were not required to file Forms 5 for specified fiscal years, the
Company believes that all its executive officers, directors and greater than
ten percent beneficial owners complied with applicable SEC filing requirements
during fiscal 2006.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is comprised of the three
independent directors named below. The Committee has adopted a written charter
which has been approved by the Board of Directors of the Company. The Committee
has reviewed and discussed the Company's audited 2006 financial statements with
management. The Committee has discussed with Horowitz & Ullmann, P.C., the
Company's outside independent auditors, the matters required to be discussed by
SAS 61 (Communication with Audit Committee). The Committee has received from
Horowitz & Ullmann, P.C., the written disclosures and the letter required by
Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees). The Committee has discussed with Horowitz & Ullmann, P.C its
independence and has considered whether the provision by Horowitz & Ullmann,
P.C. of non-audit services is compatible with maintaining its independence.

Based on the review and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements
certified by Horowitz & Ullmann, P.C. be included in the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 2006 for filing with
the Securities and Exchange Commission.

Herbert Pardes, M.D.
Marion N. Ruth
Edward J. Shanahan

Audit and Non-Audit Fees

For the fiscal years ended April 30, 2006 and 2005, fees for services
provided by Horowitz & Ullmann, P.C., were as follows:

2006 2005
----------- -----------

Audit fees .................. $134,695 $129,450
Audit-related fees .......... 24,190 51,790
Tax fees .................... 76,960 89,430
All other fees .............. 0 0

The Company's Audit Committee reviews all fees charged by the Company's
independent auditors and monitors the relationship between audit and non-audit
services provided. The Audit Committee must pre-approve all audit and non-audit
services provided by the independent auditors and fees charged.

COMPENSATION COMMITTEE REPORT

The Company's executive compensation program is intended to support the
Company's attraction and retention of capable and experienced executives, to
promote successful divisional and corporate performance and to compensate
appropriately executives who contribute to the operations and long-term
profitability of the Company. The following guidelines have been established to
carry out this policy:

(a) Base salaries and bonuses should be maintained at levels consistent
with competitive market compensation; and

(b) A portion of the executive compensation should reflect the performance
of the Company and the individual.

The Company's compensation program is comprised of two main components:
Base Salary and Incentive Compensation (Bonus).

Base Salary

Base salaries for the Company's executives take into account the
compensation policies of similar companies competing in the businesses in which
the Company is engaged. The Committee believes that the base salary levels as
established are reasonable and competitive and necessary to attract and retain
key employees.

Annual Incentive Compensation Plan

Bonus payments are awarded to executives based upon competitive
conditions, individual performance and the success of the Company. The
performance of the Company and its departments and attainment of individual
goals and objectives are given approximately equal weighting in determining
bonuses paid to executive officers. The Company's compensation approach takes
into account a full range of the criteria important to the Company's long-term
strategies, rather than relying on inflexible numerical performance targets.

Chief Executive Officer Compensation For Fiscal 2006

In reviewing the Chief Executive Officer's performance during the past
year, the Compensation Committee took note of the Company's success in several
financial and other measures, such as profit margin, return on assets and
equity, and the Company's strong one, three and five year annualized total
shareholder returns through June 30, 2006. Net income and earnings per share
increased over the 2005 results, as did revenue. Licensing revenues are growing
strongly.

The Company's consultants, Pearl Meyer & Partners, did a statistical
analysis of both Mrs. Buttner's salary and the financial performance of the
Company in comparison with performance and compensation at a peer group of
other corporations in the publishing, investment management, commercial
services (finance) and internet content industries developed by the consultants
and listed on page 11. The Pearl Meyer firm observed that although Value Line
was not among the larger companies in the peer group in terms of revenue, its
return on sales, equity and assets ranked high in the peer group.

The Committee noted Mrs. Buttner's personal leadership contributions in
successfully guiding the Company to outstanding performance, including rapid
increases in licensing revenues as well as outstanding portfolio returns for
several of the Company's mutual funds. The Pearl Meyer firm concluded that a
discretionary bonus of about $250,000 would be appropriate.

The Pearl Meyer firm commented that the CEO's annual cash compensation
falls slightly below the median of the peer group. When stock option
compensation awarded to many of the CEO's of the peer group companies -- but
not awarded by Value Line to its CEO, because of her already substantial
ownership interest in the Company's parent corporation -- is taken into
account, Mrs. Buttner's compensation this year ranks at approximately the
bottom 40th percentile among the peer group.

Despite her impressive achievements and leadership as Chief Executive,
Mrs. Buttner requested that no bonus be paid to her this year in view of the
highly competitive environment faced by the Company and the continuing volatile
market environment. The Committee thought it inappropriate to further pursue
its recommendation to award a bonus in light of this request.

COMPENSATION COMMITTEE

Herbert Pardes, M.D.
Marion N. Ruth
Edward J. Shanahan

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The names of the members of the Compensation Committee at the conclusion
of the fiscal year ended April 30, 2006 are set forth above. From May 1, 2005,
until January 12, 2006, the Compensation Committee consisted of Edward J.
Shanahan, Howard A. Brecher and David T. Henigson although no Compensation
Committee meetings were held nor actions taken from July 15, 2005 to January
12, 2006. During such fiscal year, Messrs. Brecher and Henigson each served as
an officer and director of the Company and each of its subsidiaries. Each of
such individuals also served as an officer and director of Arnold Bernhard &
Co., Inc. Certain relationships between the Company and Arnold Bernhard & Co.,
Inc. are described above under "Certain Relationships and Related
Transactions." Jean B. Buttner, the Chairman, President and Chief Executive
Officer of the Company, is a Trustee of Choate Rosemary Hall of which Mr.
Shanahan is the President and Headmaster.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Value Line, Inc., Russell 2000 Index And Peer Group
(Performance Results Through 4/30/06)

2001 2002 2003 2004 2005 2006
Value Line, Inc. 100.00 121.41 127.29 170.63 148.63 159.80
Russell 2000 Index 100.00 105.22 82.15 115.35 119.38 157.53
2005 Peer Group 100.00 139.71 163.35 140.83 170.92 180.47
2006 Peer Group 100.00 137.21 114.64 158.49 147.24 171.65

Assumes $100 invested at the close of trading 4/30/01 in Value Line, Inc.
common stock, Russell 2000 Index, and Peer Group.

* Cumulative total return assumes reinvestment of dividends.

The Peer Group is comprised of the following companies:

BKF Capital Group, Inc. Hollinger International, Inc. Playboy Enterprises, Inc.
Calamos Asset Management, Inc. Interactive Data Corporation Thomas Nelson, Inc.
Cohen & Steers, Inc. Morningstar, Inc. Track Data Corporation
Courier Corp. Journal Register Company The Street.com, Inc.
GAMCO Investors, Inc. Nuveen Investments, Inc.

The Peer Group that was used in the Comparison of Five-Year Cumulative Total
Return table in the Proxy Statement for the Company's 2005 Annual Meeting of
Shareholders consisted of BKF Capital Group, Inc.; Federated Investors Inc.;
Lee Enterprises, Inc.; Courier Corp.; Nuveen Investments Inc.; Thomas Nelson
Inc.; Eaton Vance Corp.; John Wiley & Son, Inc.; and Waddell & Reed
Financial Inc. It was determined to use a new peer group developed by the
Pearl Meyer & Partners consulting firm this year because it believes that
the new group more closely reflects the Company's businesses than the
previous Peer Group and therefore provides a more meaningful comparison of
stock performance. In accordance with Securities and Exchange Commission
rules, the Comparison of Five-Year Cumulative Total Return table includes
both the old and the new Peer Groups.

The Compensation Committee Report, the Report of the Audit Committee and
the Comparative Five-Year Total Return graph shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to Regulation 14A or 14C of the Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or to the liabilities of Section 18 of the
Exchange Act.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The independent certified public accountants selected by the Board of
Directors to audit the Company's books and records for the 2007 fiscal year are
the firm of Horowitz & Ullmann, P.C., which firm also audited the Company's
books and records for the fiscal year ended April 30, 2006. It is expected that
a representative of Horowitz & Ullmann, P.C. will be present at the Annual
Meeting. The representative of Horowitz & Ullmann, P.C. will have an
opportunity to make a statement if he desires to do so and will be available to
respond to appropriate shareholder questions.

SHAREHOLDER PROPOSALS FOR THE 2007 ANNUAL MEETING

Shareholder proposals intended for presentation at the next Annual Meeting
of Shareholders must be received by the Company for inclusion in its proxy
statement and form of proxy relating to that meeting no later than April 15,
2007. The Company's By-Laws contain other procedures for proposals to be
properly brought before an annual meeting of shareholders. To be timely, a
shareholder must have given written notice of a proposal to the Chairman of the
Board of Directors with a copy to the Secretary and such notice must be
received at the principal executive offices of the Company not less than thirty
nor more than sixty days prior to the scheduled annual meeting; provided,
however, that if less than forty days' notice or prior public disclosure of the
date of the scheduled annual meeting is given or made, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth day following the earlier of the day on which such notice
of the date of the scheduled annual meeting was mailed or the day on which such
public disclosure was made. Such shareholder's notice shall set forth as to
each matter the shareholder proposes to bring before the annual meeting (i) a
brief description of the proposal desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the Company's books, of the
shareholder proposing such business, (iii) the class and number of shares which
are beneficially owned by the shareholder on the date of such shareholder
notice and (iv) any material interest of the shareholder in such proposal.

FORM 10-K ANNUAL REPORT

Any shareholder who desires a copy of the Company's Annual Report on Form
10-K for the fiscal year ended April 30, 2006 filed with the Securities and
Exchange Commission may obtain a copy (excluding exhibits) without charge by
addressing a request to the Secretary of the

Company at 220 East 42nd Street, New York, New York 10017. Exhibits may also be
requested, at a charge equal to the reproduction and mailing costs.

GENERAL
The Board of Directors is not aware of any business to come before the
meeting other than that set forth in the Notice of Annual Meeting of
Shareholders. However, if any other business is properly brought before the
meeting, it is the intention of the persons directed to vote the shareholders'
stock to vote such stock in accordance with their best judgment.

The Company is mailing its Annual Report for the fiscal year ended April
30, 2006 to shareholders together with this Proxy Statement.