NATIONAL PROPERTIES CORPORATION
4500 Merle Hay Road
Des Moines, Iowa 50310
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 16, 1997
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of National
Properties Corporation will be held at the offices of the Company, 4500 Merle
Hay Road, Des Moines, Iowa, on Friday, May 16, 1997, at 10:00 a.m., Des Moines
time, for the following purposes.
(a) Election of one nominee to the Board of Directors;
(b) Approval of the appointment of Northup, Haines, Kaduce, Schmid, Macklin,
P.C., as independent certified public accountants for the Company; and
(c) Transacting such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 11, 1997, as
the record date for the determination of stockholders entitled to notice of
and to vote at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan to
attend, however, please sign, date and return the enclosed proxy at your
earliest convenience in the enclosed return envelope.
BY ORDER OF THE BOARD OF DIRECTORS
KRISTINE M. FASANO
Secretary
Des Moines, Iowa
April 25, 1997
VOTING YOUR PROXY IS IMPORTANT
- ------------------------------
The Company has approximately 800 stockholders. To assure a proper
representation at the meeting, each stockholder is requested to promptly
complete and return the enclosed proxy, using the accompanying addressed
envelope.
PROXY STATEMENT
NATIONAL PROPERTIES CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
May 16, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of National Properties Corporation (the
"Company") for use at the annual meeting of stockholders to be held at the
offices of the Company, 4500 Merle Hay Road, Des Moines, Iowa, at 10:00 a.m.,
Des Moines time, on Friday May 16, 1997, and at any adjournments thereof.
SHARES OUTSTANDING AND VOTING RIGHTS
On April 11, 1997, the record date for determination of stockholders entitled
to notice of and to vote at the annual meeting, the Company had outstanding
445,845 shares of Common Stock, which is the only voting security of the
Company. Holders of the Common Stock are entitled to one vote on a
noncumulative basis for each share held on the record date in the election of
directors and on any other matters brought before the meeting. Any person
giving a proxy has the right to revoke it at any time before it is voted by
written notice to the Secretary. All shares represented by effective proxies
on the enclosed form, received by the Company, will be voted at the meeting or
any adjourned session thereof in accordance with the terms of such proxies.
To the Company's knowledge, the following persons owned or may be deemed to
have beneficial ownership or control of, by virtue of actual or attributed
voting rights or investment powers, more than 5% of the outstanding shares of
Common Stock of the Company:
Number of Shares
In which Voting
Rights or
Number Investment Power Percentage
of Shares May Be Deemed Total of Shares
Name Owned To Exist Shares Outstanding
- --- -------- --------------- ------ -----------
Raymond Di Paglia (2)
(as of April 1, 1997) 131,000 89,300(1) 220,300(1) 49.31%
4500 Merle Hay Road
Des Moines, Iowa 50310
Robert W. Guely
(as of April 1, 1997) 37,900(3) 37,900(3) 37,900(3) 8.49%
4500 Merle Hay Road
Des Moines, Iowa 50310
I. Wistar Morris III
(as of August 1, 1996) 26,794(4) 26,794(4) 26,794(4) 6.00%
200 Four Falls Corp. Center, Suite 208
W. Conshohocken, PA 19428
(1) Includes 3,300 shares which are held as trustee for the benefit of two
of his children, 1,000 shares which were purchased and are owned by his wife,
and 85,000 shares which are held as trustee of a testamentary trust created
under his father's will. Mr. Di Paglia disclaims beneficial ownership and
control of these shares, except to the extent of his beneficial interest in
the testamentary trust.
(2) Mr. Di Paglia may be deemed to be a controlling person of the Company.
(3) These shares are held by two trusts of which Mr. Guely serves as trustee
and is a beneficiary.
(4) As reported on Schedule 13D filed with the Securities and Exchange
Commission as of August 1, 1996.
ELECTION OF DIRECTOR
Nominee
The Restated Articles of Incorporation provide for the classification of the
terms of the directors, and each director is elected to a three-year term. At
the 1997 annual meeting, one director is to be elected. The Board of Directors
has nominated Raymond Di Paglia for election to a term which will expire in
the year 2000. Unless otherwise indicated on any proxy, the proxies being
solicited by the Board of Directors will be voted for Mr. Di Paglia, who
presently serves as a director. If Mr. Di Paglia becomes unable to accept
nomination or election for any reason, an event which the Board of Directors
does not anticipate, the enclosed proxy will be voted for such other person as
may be determined by the holders of such proxy.
The nominee for election, and the names and terms of office of those directors
whose terms do not expire at the annual meeting, are:
THE NOMINEE THE C0NTlNUlNG DIRECTORS
- ------------------------------------
Term Expiring 2000 Term Expiring 1998 Term Expiring 1999
- ------------------ ------------------ ------------------
Raymond Di Paglia William D. Buzard Kristine M. Fasano
Robert E. Combs Robert H. Jamerson
INFORMATION ABOUT THE NOMINEE, THE CONTINUING DIRECTORS AND THE EXECUTIVE
OFFICERS
The Nominee and the Continuing Directors
Percentage
Shares of
Name, Age Principal Occupation Director Beneficial outstanding
and Position During Past Five Years Since Owned(1) Shares
- ------------ --------------------- ----- -------- --------
Raymond Di Paglia, 67 President of the Company 1960 220,300(2) 49.31%
President and Director(4)
Robert E. Combs, 81 Retired 1965 11,000(3) 2.46%
Director(6) * Laguna Hills, CA
William D. Buzard, 72 Veterinarian
until retirement 1968 8,225(5) 1.84%
Director(6) in 1977, Rogers, Arkansas
Robert H. Jamerson, 64 Staff architect
Kirk Gross Co 1965 1,460 .33%
Director(6) (bank building developer)
Waterloo, Iowa
Kristine M. Fasano, 45 Secretary-Treasurer and 1979 3,000 .67%
Secretary, Treasurer, and Company Attorney
Director(4)
All executive officers and
directors as a group (6 persons) 281,88 63.10%
(1) As of April 1, 1997.
(2) Mr. Di Paglia disclaims beneficial ownership of a portion of such
shares. See Note 1 to the table on page 1.
(3) These shares are held in three trusts of which Mr. Combs serves as sole
trustee. Mr. Combs disclaims beneficial interest of 8,500 shares held in two
trusts for the benefit of his two children.
(4) Kristine M. Fasano is the daughter of Raymond Di Paglia.
(5) Dr. Buzard disclaims beneficial ownership of 4,000 shares held by his
wife.
(6) Members of the Audit Committee of the Board of Directors.
Mr. Combs died April 16, 1997. The vacancy will not be filled; the Board of
Directors, having amended the By-Laws, reduced the number of directors to four
(4) at its meeting on April 18, 1997.
Other Executive Officer
Robert W. Guely, age 80, has been employed by the Company since 1960, and
serves as Vice President and principal financial officer.
The Board of Directors and Committees of the Board
The corporate powers of the Company are exercised by or under the authority
of, and the business affairs of the Company are managed under the direction of
the Board of Directors. During 1996, the Board of Directors held twelve
regular meetings. In carrying out its responsibilities, the Board of Directors
has established an Audit Committee, the membership of which is indicated in
the above table. Each director attended more than 75% of the meetings of the
Board and any committee on which such director served in 1996.
The duties of the Audit Committee, which met twice during 1996, are to
recommend to the Board of Directors the selection of the independent auditors;
consult with the auditors prior to and at the conclusion of the annual audit
with respect to matters of interest to the Committee; review with the auditors
the adequacy of internal controls, accounting personnel and proposed changes
in accounting policies; review with the auditors and management any comments
or recommendations from the auditors with respect to accounting procedures;
and approve the type, scope and costs of services to be performed by the
auditors. During its 1996 meetings, the Audit Committee approved the type,
scope and costs of services to be performed by the auditors and reviewed the
adequacy of internal controls.
Compensation of Executive Officers
The following table sets forth the annual compensation of the President and
Chief Executive Officer of the Company for each year of the 3-year period
ended December 31, 1996.
Summary Compensation Table
Name and Position Year Salary
- ------------------- ---- -------
Raymond DiPaglia 1996 108,105
President & Chief 1995 104,753
Executive Officer 1994 102,098
Mr. Di Paglia is employed under a ten-year contract which is automatically
renewed each year in the absence of action to the contrary by the Board of
Directors. His compensation is subject to increase dependent upon changes in
the consumer price index. In the event the Company should terminate Mr. Di
Paglia's employment, other than for disability or for cause, he shall be
entitled to receive (without offset by earnings from subsequent employment)
his then annual compensation for the unexpired term (presently ten years) of
the contract, payable, at his election, monthly over such period (presently
$1,081,050 payable in 120 monthly installments) or in a lump sum discounted to
present value (presently $742,515). The Company shall be deemed to have
terminated the contract for the foregoing purposes in the event of Mr. Di
Paglia's determination made in good faith that, as a result of a change of
control of the Company, and a change in the circumstances which thereafter
significantly affect his position, he is unable to carry out the authorities,
powers and duties attached to this position. A change in control would be
deemed to have occurred upon the acquisition by a person (or group of persons
acting in concert), other than Mr. Di Paglia, of over 50% of the Common Stock
of the Company, or a significant change in the composition of the Board of
Directors without the concurrence of the present directors. A termination
would also be deemed to occur in the event a successor to the Company in a
business combination did not assume the employment contract.
The Company has a profit-sharing plan qualified under Section 401 of the
Internal Revenue Code under which employees of the Company, including three
executive officers, may receive benefits upon retirement. Under the plan, the
Company contributes the lesser of 15% of the compensation of the participating
employees, or 5% of the pre-tax profits of the Company for such year
(excluding any capital gains or losses). All employees are eligible to
participate upon meeting certain requirements. Plan participants vest at the
rate of 10% annually for the first two years and 20% annually for the next
four years of service. Benefits are payable at normal retirement age 65 under
a variety of payment options upon disability, and upon termination of service
before normal retirement age in specified circumstances. For the year ended
December 31, 1996, the Company contributed $36,166 to the plan, of which
$16,111 was credited to Raymond Di Paglia, and $11,525 was credited to two
other executive officers of the Company. Because amounts contributed to the
plan in the future will be dependent upon future profits, it is not possible
to presently estimate the amount of benefits which may be payable to the
executive officers of the Company upon retirement.
Compensation of Directors
Directors' fees of $1,000 were paid for each meeting attended in 1996 to the
directors who were not also employees of the Company. No compensation was paid
for service on the Audit Committee.
APPROVAL OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors of the Company has selected Northup, Haines, Kaduce,
Schmid, Macklin, P.C., as independent certified public accountants to provide
auditing services to the Company for the year 1997. This firm provided the
1996 audit services for the Company, and is believed by the Board of Directors
to be well qualified to continue this service. A representative of the firm is
expected to be present at the meeting to respond to appropriate questions, and
to make a statement if such representative desires to do so. The approval of
the selection of Northup, Haines, Kaduce, Schmid, Macklin, P.C., is being
submitted to the stockholders at the meeting. The Board of Directors
recommends approval of this appointment. If such appointment is not approved,
the Board of Directors will appoint other auditors deemed suitable by it.
The Board of Directors recommends a vote FOR the proposal to approve the
appointment of Northup, Haines, Kaduce, Schmid, Macklin, P.C. The enclosed
proxy will be so voted unless a contrary specification is made.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1998 annual meeting must
be received by the Company for inclusion in its proxy soliciting materials
relating to such meeting no later than December 24, 1997.
Under the Bylaws of the Company, any stockholder who wishes to nominate a
candidate for director is required to notify the Secretary of the Company in
writing of such intention at least 90 days in advance of the annual meeting.
Such notice must set forth specified information about the candidate. A copy
of the Bylaws prescribing such information may be secured from the Secretary.
OTHER BUSINESS
The Board of Directors is not aware of any other business which will come
before the meeting. If any other business should come before the meeting, the
persons named in the accompanying proxy will vote on it according to their
best judgment.
COST AND METHOD OF PROXY SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, arrangements have been made with brokerage houses,
nominees and other custodians and fiduciaries to send the proxy material to
their principals, and the Company will reimburse them for their expenses in
doing so. Proxies may also be solicited personally or by telephone or
telegraph by the directors and officers without additional compensation.
By Order of the Board of Directors
KRISTINE M. FASANO
Secretary
Des Moines, Iowa
April 25, 1997
PROXY NATIONAL PROPERTIES CORPORATION
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints RAYMOND Dl PAGLIA, ROBERT H. JAMERSON AND
KRISTINE M. FASANO, or any one or more of them, with full power of
substitution, attorneys and proxies to represent the undersigned at the Annual
Meeting of Stockholders of NATIONAL PROPERTIES CORPORATION, to be held on May
16, 1997, at 4500 Merle Hay Road, Des Moines, Iowa, and at any adjournments
thereof, with all power which the undersigned would possess if personally
present, and vote all shares of stock which the undersigned may be entitled to
vote, as designated on reverse side.
The proxies are instructed to vote as indicated on the other side. Where no
indication is shown, they are to vote FOR items 1 and 2. In addition, they may
vote in their discretion on such other matters as may properly come before the
meeting.
(Please mark this Proxy and sign and date it on the reverse side hereof, and
return it in the enclosed envelope-)
The Board of Directors recommends a vote FOR Items (1) and (2).
I plan to attend
the meeting 0
1. Election of Director, Nominee: RAYMOND DI PAGLIA
For withhold
nominee authority
0 0
2. Proposal to approve the appointment of Northup, Haines, Kaduce, Schmid,
Macklin, P.C. as independent Certified Public Accountants.
FOR AGAINST ABSTAIN
0 0 0 PLEASE NOTE ANY CHANGE 0F ADDRESS
Dated: ______________________________, 1997
Signature of shareholder(s)
Please date, sign exactly as name(s) appear hereon and return in the enclosed
envelope (Do not print). Fiduciaries, please add title