UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
EXX INC
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(Name of Issuer)
Common Stock Par Value $.01 Per Share, Class A
Common Stock Par Value $.01 Per Share, Class B
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(Title of Class of Securities)
Class A: 269282109
Class B: 269282208
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(CUSIP Number)
David A. Segal
EXX INC
1350 East Flamingo Road, Suite 689
Las Vegas, NV 89119
(702) 598-3223
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 22, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), (f) or (g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are being sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
CUSIP Nos.
Class A: 269282109; Class B: 269282208
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Segal
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
2 (b) / /
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4 Class A: PF
Class B: SC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) / /
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
7 Class A: 5,317,682
Class B: 524,678
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NUMBER OF SHARED VOTING POWER
SHARES 8 0
BENEFICIALLY
OWNED BY =========================================================
EACH SOLE DISPOSITIVE POWER
REPORTING 9 Class A: 5,317,682
PERSON Class B: 524,678
WITH =========================================================
SHARED DISPOSITIVE POWER
10 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Class A: 5,317,682
Class B: 524,678
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES / /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 Class A: 43.2%(1)
Class B: 54.8%(1)
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TYPE OF REPORTING PERSON
14 IN
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(1) Based upon 10,412,307 shares of EXX INC Class A Common Stock,
$0.01 par value, and 858,093 shares of EXX INC Class B Common Stock, $0.01
par value, issued and outstanding as of November 1, 2004. Includes presently
exercisable options to purchase 1,900,000 shares of Class A Common Stock and
100,000 shares of Class B Common Stock granted by EXX INC.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER:
This statement relates to the Class A Common Stock, par value $0.01
per share, and Class B Common Stock, par value $0.01 per share, of EXX INC,
1350 East Flamingo Road, Suite 689, Las Vegas, NV 89119.
ITEM 2. IDENTITY AND BACKGROUND:
(a) David A. Segal
(b) EXX INC
1350 East Flamingo Road, Suite 689
Las Vegas, NV 89119
(c) David A. Segal is Chairman of the Board, Chief Executive
Officer and Chief Financial Officer of EXX INC.
(d) During the past five years, David A. Segal has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, David A. Segal has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) David A. Segal is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Mr. Segal purchased the shares of Common Stock reported hereby
using personal funds.
ITEM 4. PURPOSE OF TRANSACTION:
EXX INC ("EXX") is the holding company resulting from the
reorganization of SFM Corporation ("SFM") as approved by its shareholders at
a special meeting on October 18, 1994 and effective on October 21, 1994. As
part of the reorganization, each outstanding share of SFM Common Stock was
converted into three shares of EXX Class A Common Stock and one share of EXX
Class B Common Stock. Mr. Segal acquired Class A Common Stock and Class B
Common Stock in EXX in respect of his ownership of SFM Common Stock as a
result of the reorganization.
Since the reorganization, David A. Segal acquired Class A Common
Stock of EXX on the open market in the following transactions:
Date of Acquisition No. of Shares Acquired Price per Share
------------------- ---------------------- ---------------
9/8/04 3,800 $1.29
9/8/04 4,500 1.30
9/9/04 3,900 1.28
9/9/04 4,500 1.29
9/9/04 16,900 1.30
9/10/04 3,300 1.30
9/13/04 4,500 1.30
9/14/04 500 1.29
9/14/04 7,900 1.30
9/15/04 3,600 1.29
11/11/04 9,000 1.50
11/12/04 3,000 1.46
11/12/04 14,000 1.40
11/15/04 3,500 1.38
11/15/04 3,400 1.40
11/15/04 4,700 1.45
11/15/04 5,000 1.46
11/22/04 13,000 1.49
11/22/04 1,800 1.50
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Total 110,800
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Since the reorganization, Mr. Segal acquired 250,000 shares of EXX
Class B Common Stock pursuant to a performance award granted to Mr. Segal by
EXX and approved by the shareholders of EXX at its annual meeting on May 22,
2003.
Subject to availability at prices deemed favorable, Mr. Segal may
acquire additional EXX Class A Common Stock and/or Class B Common Stock from
time to time in the open market, in privately negotiated transactions or
otherwise. Mr. Segal also may dispose of shares of EXX Class A Common Stock
and/or Class B Common Stock from time to time in the open market, in
privately negotiated transactions or otherwise.
Except as set forth above or elsewhere in this Schedule 13D, Mr.
Segal has no oral or written agreement, understanding or arrangement for the
purpose of acquiring, holding, voting or disposing of any securities of the
Company or otherwise with respect to the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) As a result of the facts set forth in Item 4, Mr. Segal may be
deemed to be the beneficial owner of 5,317,682 shares of Class A Common
Stock of EXX, representing 43.2% of the shares of such class issued and
outstanding as of November 1, 2004 as contained in filings made by the
Company with the Securities and Exchange Commission. Mr. Segal may be deemed
to be the beneficial owner of 524,678 shares of Class B Common Stock of EXX,
representing 54.8% of the shares of such class issued and outstanding as of
November 1, 2004 as contained in filings made by the Company with the
Securities and Exchange Commission. In addition, the number of shares
beneficially owned by Mr. Segal includes presently exercisable options to
purchase 1,900,000 shares of Class A Common Stock and 100,000 shares of
Class B Common Stock granted by EXX INC.
(b) Mr. Segal may be deemed to have sole voting and dispositive
power with respect to 5,317,682 shares of Class A Common Stock, which shares
represent 43.2% of the shares of such class issued and outstanding as of
November 1, 2004 as contained in filings made by the Company with the
Securities and Exchange Commission. Mr. Segal may be deemed to have sole
voting and dispositive power with respect to 524,678 shares of Class B
Common Stock, which shares represent 54.8% of the shares of such class
issued and outstanding as of November 1, 2004 as contained in filings made
by the Company with the Securities and Exchange Commission. In addition, the
number of shares beneficially owned by Mr. Segal includes presently
exercisable options to purchase 1,900,000 shares of Class A Common Stock and
100,000 shares of Class B Common Stock granted by EXX.
(c) Mr. Segal acquired Class A Common Stock of EXX on the open
market in the following transactions:
Date of Acquisition No. of Shares Acquired Price per Share
------------------- ---------------------- ---------------
9/8/04 3,800 $1.29
9/8/04 4,500 1.30
9/9/04 3,900 1.28
9/9/04 4,500 1.29
9/9/04 16,900 1.30
9/10/04 3,300 1.30
9/13/04 4,500 1.30
9/14/04 500 1.29
9/14/04 7,900 1.30
9/15/04 3,600 1.29
11/11/04 9,000 1.50
11/12/04 3,000 1.46
11/12/04 14,000 1.40
11/15/04 3,500 1.38
11/15/04 3,400 1.40
11/15/04 4,700 1.45
11/15/04 5,000 1.46
11/22/04 13,000 1.49
11/22/04 1,800 1.50
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Total 110,800
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Mr. Segal acquired 250,000 shares of EXX Class B Common Stock
pursuant to a performance award granted to Mr. Segal by EXX and approved by
the shareholders of EXX at its annual meeting on May 22, 2003.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER:
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated as of November 26, 2004
/s/ David A. Segal
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David A. Segal