SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 2)
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement |_| Confidential, For Use of the Com-
mission 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
CENTRAL SECURITIES CORPORATION
P.O. Box 9011
Princeton, New Jersey 08543-9011
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(Name of Registrant as Specified in Its Charter)
Same as above
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registrations statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
CENTRAL SECURITIES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 8, 2000
NOTICE is hereby given that the Annual Meeting of Stockholders of Central
Securities Corporation will be held at the office of the Corporation, 1209
Orange Street, Wilmington, Delaware on Wednesday, March 8, 2000 at 11 A.M., for
the following purposes:
1. To elect a board of five directors;
2. To act upon a proposal to ratify the selection of KPMG LLP as
independent auditors for the Corporation for the ensuing year; and
3. To act upon such other matters as may properly come before the
meeting.
The Board of Directors has fixed the close of business on January 21, 2000
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting, and only stockholders of record on such date are
entitled to vote on these matters at the meeting or any adjournment thereof.
By order of the Board of Directors
KAREN E. RILEY
Secretary
New York, New York
February 2, 2000
A proxy is enclosed with this Notice and Proxy Statement. Please complete,
SIGN and promptly return your proxy in the enclosed envelope. This will assure a
quorum and save further solicitation costs.
PROXY STATEMENT
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February 2, 2000
CENTRAL SECURITIES CORPORATION
375 PARK AVENUE
NEW YORK, NEW YORK 10152
(Tel. No. 212-688-3011)
This Proxy Statement and the enclosed proxy card are first being mailed to
stockholders on or about February 2, 2000 in connection with the solicitation of
proxies by the Board of Directors of Central Securities Corporation (the
"Corporation") for use at the Annual Meeting of Stockholders of the Corporation
to be held on March 8, 2000, or any adjournment thereof (the "Meeting").
Properly executed proxies received by the Corporation prior to the Meeting will
be voted in accordance with the specific voting instructions indicated on the
proxy. If no instructions are specified, the shares will be voted for the
nominees for director and in favor of item (2). Any proxy may be revoked at any
time before it is exercised at the Meeting by the delivery or mailing of written
notice to the Secretary of the Corporation, by executing and delivering a
later-dated proxy or by appearing and voting in person by ballot at the Meeting.
The record date for stockholders entitled to vote at the Meeting is the
close of business on January 21, 2000. On that date, the Corporation had
outstanding 16,850,745 shares of Common Stock.
The holders of the Corporation's Common Stock shall be entitled to one
vote per share. The presence, in person or by proxy, of a majority of the issued
and outstanding stock of the Corporation shall constitute a quorum for the
transaction of business at the Meeting.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, OF
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS,
AND OF EXECUTIVE OFFICERS
The following table sets forth information as of December 31, 1999
regarding the share ownership of each person who is known to the Corporation to
have been a beneficial owner of more than five percent of the Common Stock of
the Corporation, of each nominee for election to the Board of Directors of the
Corporation, and of all directors and executive officers as a group:
Name of Nominee to
the Board of Directors Amount and
or Name and Address Nature of Beneficial Percent
of Beneficial Owner Ownership(1) of Class(2)
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Donald G. Calder* ................ 68,468(3)
Jay R. Inglis* ................... 1,189
Christian A. Johnson
Endeavor Foundation(4) ......... 6,243,695 37.1
1060 Park Avenue
New York, New York 10028
Dudley D. Johnson* ............... 39,192(5)
Wilmot H. Kidd* .................. 1,948,251(6)(7) 11.6
375 Park Avenue
New York, New York 10152
Mrs. Wilmot H. Kidd .............. 1,948,251(6)(7) 11.6
1060 Park Avenue
New York, New York 10028
C. Carter Walker, Jr.* ........... 513,851(7)(8) 3.1
All directors and officers
as a group ..................... 2,163,734(7) 12.8
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* Indicates nominee for election to the Board of Directors.
(1) Except as otherwise indicated, to the Corporation's knowledge the
beneficial owner had sole investment power and sole voting power with respect to
the shares shown opposite the name of such beneficial owner.
(2) As calculated on the basis of 16,850,745 shares of Common Stock
outstanding on December 31, 1999, Messrs. Calder, Inglis and Johnson each owned
less than 1% of the outstanding Common Stock.
(3) Includes 10,617 shares of Common Stock owned by Mr. Calder's wife or
held for the benefit of their children. He disclaims beneficial ownership of
such shares. The shares set forth for Mr. Calder also include 46,083 shares held
in the estate of his mother, of which Mr. Calder is executor.
(4) Mrs. W. H. Kidd, whose husband is the President of the Corporation, is
President and Trustee of the Christian A. Johnson Endeavor Foundation (the
"Foundation").
(5) Includes 15,390 shares of Common Stock held in the Young & Franklin
Inc. Retirement Income Trust of which Mr. Johnson is trustee. He disclaims
beneficial ownership of such shares.
(Footnotes continued on following page)
2
(Footnotes continued from previous page)
(6) An aggregate of 1,948,251 shares of Common Stock were included in the
shares beneficially owned by each of Mr. and Mrs. Kidd. The shares set forth for
each of Mr. Kidd and Mrs. Kidd include 331,725 shares of Common Stock owned by
Mr. Kidd as to which Mr. and Mrs. Kidd had shared investment power and shared
voting power and as to which Mrs. Kidd disclaims beneficial ownership; 740,126
shares of Common Stock owned by Mrs. Kidd or held in trusts for her benefit as
to which Mr. and Mrs. Kidd had shared investment power and shared voting power
and as to which Mr. Kidd disclaims beneficial ownership; and 765,038 shares of
Common Stock owned by Mr. and Mrs. Kidd's children or held in trusts for their
benefit or for the benefit of other family members as to which Mr. and Mrs. Kidd
had shared investment power and shared voting power and as to which Mr. and Mrs.
Kidd disclaim beneficial ownership. The shares set forth for each of Mr. and
Mrs. Kidd also include 85,437 shares of Common Stock held in trust for the
benefit of Mr. and Mrs. Kidd's children as to which Mr. and Mrs. Kidd had no
voting or investment power and as to which Mr. and Mrs. Kidd disclaim beneficial
ownership, and 25,925 shares of Common Stock held in trust for the benefit of
the children of Mr. C. Carter Walker, Jr. as to which Mr. Kidd had shared
investment power and shared voting power and as to which Mr. and Mrs. Kidd
disclaim beneficial ownership.
(7) An aggregate of 407,217 shares of Common Stock were included in the
shares beneficially owned by each of Mr. Kidd, Mrs. Kidd, and Mr. C. Carter
Walker, Jr.
(8) Includes 56,080 shares of Common Stock owned by Mr. Walker's wife or
held in trusts for the benefit of their children as to which Mr. Walker had
shared investment power and shared voting power, 25,925 shares of Common Stock
held in trust for the benefit of his children as to which Mr. Walker had no
voting or investment power, and 381,292 shares of Common Stock held in trusts
for the benefit of Mrs. Wilmot H. Kidd or her children as to which Mr. Walker
had shared investment power and shared voting power. Mr. Walker disclaims
beneficial ownership of all such shares.
The share ownership of Wilmot H. Kidd, President of the Corporation, is
given above. No other executive officer of the Corporation owns, beneficially or
otherwise, any shares of stock of the Corporation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and persons who own more than ten
percent of a registered class of the Corporation's equity securities to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock of the
Corporation. Officers, directors and greater than ten percent beneficial owners
are required by SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms they file.
To the Corporation's knowledge, based solely on review of copies of such
reports furnished to the Corporation and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with.
3
VOTING PROCEDURES
The election of directors requires the affirmative vote of a majority of
the shares of Common Stock present in person or represented by proxy at the
Meeting and entitled to so vote. Shares of Common Stock represented by proxies
which are marked "withhold authority" with respect to the election of any one or
more nominees for election as director will be counted for the purpose of
determining the number of shares present and entitled to vote, and shall
therefore have the same effect as if the shares represented thereby were voted
against such election. The ratification of the selection of independent auditors
of the Corporation requires the affirmative vote of a majority of the shares of
Common Stock present in person or represented by proxy at the Meeting and
entitled to so vote. Shares of Common Stock represented by proxies which are
marked "abstain" with respect to any matter to be voted upon will be counted for
the purpose of determining the number of shares present and entitled to vote,
and shall therefore have the same effect as if the shares represented thereby
were voted against such matter. Broker non-votes (where a nominee holding shares
for a beneficial owner has not received voting instructions from the beneficial
owner and such nominee does not possess or choose to exercise his discretionary
authority with respect thereto) will be treated as present but not entitled to
vote at the Meeting for the purpose of determining the number of votes needed
with respect to each item to be voted upon, and shall therefore have no effect
on such vote.
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors recommends the election of five directors to hold
office until the next Annual Meeting of Stockholders and until their successors
are elected and qualified. If any nominee for director is unable or declines to
serve, for any reason not now foreseen, the discretionary authority provided in
the proxy will be exercised to vote for a substitute. All the nominees have
consented to become directors and all were elected at the last Annual Meeting of
Stockholders.
Duly authorized proxies for Common Stock will be voted for the election of
Mr. Donald G. Calder, Mr. Jay R. Inglis, Mr. Dudley D. Johnson, Mr. Wilmot H.
Kidd and Mr. C. Carter Walker, Jr.
The following table indicates the age, principal occupations during the
last five years and positions (if any) with the Corporation, and the year each
nominee was first elected to the Board of Directors:
Principal Occupations Director of
(last five years) Corporation
and Position (if any) Continuously
Nominee Age with the Corporation Since
------- --- -------------------- ------------
Donald G. Calder .......... 62 President, G. L. Ohrstrom & Co., Inc. (private 1982
investment firm) since January 1997,
Vice President from 1996 to 1997, and
Partner of its predecessor from 1970 to
1996; Director of Brown-Forman
Corporation, Carlisle Companies
Incorporated and Roper Industries, Inc.
(manufacturing companies)
4
Principal Occupations Director of
(last five years) Corporation
and Position (if any) Continuously
Nominee Age with the Corporation Since
------- --- -------------------- ------------
Jay R. Inglis ............ 65 Executive Vice President, Holt Corporation 1973
(insurance holding company)
Dudley D. Johnson ........ 60 President, Young & Franklin Inc. (private 1984
manufacturing company)
Wilmot H. Kidd* .......... 58 Investment and research-President, Central Securities 1972
Corporation; Trustee, DLJ Withrop Opportunity
Funds, DLJdirect Mutual Funds, and DLJ
High Yield Bond Fund(investment companies)
C. Carter Walker, Jr. .... 65 Private Investor 1974
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* Mr. Kidd is an "interested person" within the meaning of Section 2(a)(19)
of the Investment Company Act of 1940.
The Board of Directors had ten regular meetings in 1999. The Board of
Directors has an Audit Committee, consisting of Messrs. Calder, Inglis, Johnson
and Walker, but it does not have a Compensation Committee or a Nominating
Committee. All directors attended at least 75% of the aggregate of all meetings
of the Board of Directors and the committee on which they served.
The Audit Committee recommends to the Board of Directors the firm of
independent auditors who are to be engaged to audit the books of account and
other corporate records of the Corporation, reviews with the independent
auditors the scope of their examination with particular emphasis on the areas to
which either the Audit Committee or the independent auditors believe special
attention should be directed, reviews the recommendations of the independent
auditors regarding internal controls and other matters, and reports from time to
time to the Board of Directors with respect to the internal control and
accounting practices of the Corporation. The Audit Committee also reviews and
considers the nature and scope of audit and non-audit fees of the independent
auditors. The Audit Committee met three times in 1999.
EXECUTIVE OFFICERS OF THE CORPORATION
The executive officers of the Corporation are Mr. Wilmot H. Kidd,
President, Mr. Charles N. Edgerton, Vice President and Treasurer, and Ms. Karen
E. Riley, Secretary. Information concerning Mr. Kidd is given above under
"Election of Directors." Mr. Edgerton, 55, was elected Vice President in 1989
and has been Treasurer since 1985. Ms. Riley, 49, has been Secretary since 1986.
Executive officers serve as such until the election of their successors.
5
COMPENSATION
The table below sets forth for all directors and for each of the three
highest-paid executive officers the aggregate compensation received from the
Corporation for 1999 for services in all capacities:
Pension or
Retirement
Benefits Accrued
Name of Person, Aggregate as Part of
Position Compensation Expenses(1)
-------- ------------ -----------
Donald G. Calder
Director .......................... $ 20,000
Jay R. Inglis
Director .......................... 21,000
Dudley D. Johnson
Director .......................... 18,500
C. Carter Walker, Jr.
Director .......................... 21,000
Wilmot H. Kidd
President and Director(2) ......... 823,600 $24,000
Charles N. Edgerton
Vice President and Treasurer ...... 227,324(3) 24,000
Karen E. Riley
Secretary ......................... 146,730(3) 22,009
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(1) Represents contributions to the Corporation's Profit Sharing Plan.
(2) All remuneration received by Mr. Kidd was in his capacity as
President of the Corporation.
(3) Includes compensation of $102,000 and $64,800 accrued in 1999 for Mr.
Edgerton and Ms. Riley, respectively, deferred until January, 2000.
Each director who is not an officer is paid an annual retainer of $10,000,
a fee of $1,000 for each Board of Directors meeting attended in person, and $500
for participating in a Board of Directors meeting by telephone. Each member of
the Audit Committee is paid $500 for each Audit Committee meeting attended.
Directors are reimbursed for their out-of-pocket expenses incurred in attending
meetings.
Profit Sharing Plan
Generally, all salaried employees of the Corporation are eligible to
participate in the Profit Sharing Plan. The Plan provides for contributions by
the Corporation from its profits of up to 15% of an employee's compensation. The
vested contributions credited to an employee's account are payable at normal
(age 65), early, or disability retirement, death or other termination of
employment and may be paid in various forms, including a lump sum cash payment
or a monthly annuity. The officers referred to above are fully vested in all
contributions to the Plan.
6
Employees may withdraw the amounts of any voluntary contributions made
prior to 1991 and may, under certain conditions, withdraw or borrow against
vested Corporation contributions. Under the Plan, each employee is permitted to
invest the assets in his account in the capital stock of one or more regulated
investment companies from a selection provided from time to time by the Plan
Administrator. Such regulated investment companies include, among others, U.S.
Treasury funds; short-term, global government and international bond funds; and
general and specialized stock funds.
BROKERAGE COMMISSIONS ON PORTFOLIO TRANSACTIONS
During the year ended December 31, 1999, the Corporation paid $253,672 in
brokerage commissions on portfolio transactions to various brokerage firms. All
of the commissions paid in 1999 were paid to brokers providing investment
research and services. No commissions were paid to any affiliated broker.
PORTFOLIO TURNOVER
The ratio of the lesser of the value of purchases or sales of portfolio
securities to the monthly average of the value of portfolio securities (in all
cases, exclusive of United States government securities, short-term securities,
and certificates of deposit) for the years 1997 through 1999 was as follows:
1997 1998 1999
---- ---- ----
11% 6% 12%
PROPOSAL 2. RATIFICATION OF INDEPENDENT AUDITORS
Stockholders are invited to ratify the selection of KPMG LLP as
independent auditors of the Corporation for the year 2000. KPMG LLP has no
direct or material indirect financial interest in the Corporation other than its
employment in such capacity.
At a meeting held January 25, 2000, a majority of the directors who were
not "interested persons" (as defined under the Investment Company Act of 1940)
selected KPMG LLP to act as auditors for the Corporation during 2000. A
representative of KPMG LLP is not expected to be present at the Meeting.
The Board of Directors recommends a vote FOR this selection.
OTHER MATTERS
The Board of Directors knows of no other matters which may properly be,
and are likely to be, brought before the Meeting. However, if any proper matters
are brought before the Meeting, the persons named in the enclosed form of proxy
will have discretionary authority to vote thereon according to their best
judgment.
2001 STOCKHOLDER PROPOSALS
Any stockholder proposals for inclusion in the Corporation's proxy
statement for the 2001 Annual Meeting of Stockholders pursuant to Rule 14a-8 of
the Securities and Exchange Act of 1934 ("14a-8 proposals") must be received by
the Corporation at its office at New York, New York prior to October 6, 2000.
7
Pursuant to Rule 14a-4 of the Securities and Exchange Act of 1934, the
Corporation has discretionary voting authority with respect to any non-Rule
14a-8 proposals for the 2001 Annual Meeting of Stockholders that are not
received by the Corporation prior to December 20, 2000.
MISCELLANEOUS
The Corporation will pay all costs of soliciting proxies in the
accompanying form. Solicitation will be made by mail, and officers and regular
employees of the Corporation may also solicit proxies by telephone or personal
interview. The Corporation will request brokers, banks and nominees who hold
stock in their names to furnish this proxy material to the beneficial owners
thereof and to solicit proxies from them, and will reimburse such brokers, banks
and nominees for their out-of-pocket and reasonable clerical expenses in
connection therewith.
A copy of the Annual Report including financial statements for the year
ended December 31, 1999 is enclosed.
Please date, sign and return the enclosed proxy at your earliest
convenience. No postage is required for mailing in the United States.
PROXY
CENTRAL SECURITIES CORPORATION
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting March 8, 2000
The undersigned hereby appoints MICHAEL J. BARBERA, WILMOT H. KIDD and KAREN E.
RILEY, and each of them, as attorneys with power of substitution, to represent
the undersigned at the annual meeting of stockholders of Central Securities
Corporation to be held at the office of the Corporation, 1209 E Orange Street,
Wilmington, Delaware on March 8, 2000, at 11:00 o'clock A.M., and at any
adjournment thereof, on all matters which may properly come before the meeting.
Election of Directors:
Nominees to be elected by Common Stock:
Donald G. Calder, Jay R. Inglis,
Dudley D. Johnson, Wilmot H. Kidd
and C. Carter Walker, Jr.
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PLEASE MARK, SIGN,DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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(Continued on reverse side)
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[X] Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR election of directors and FOR Proposal 2.
FOR WITHHELD
1. ELECTION OF [ ] [ ]
DIRECTORS
(see reverse)
FOR AGAINST ABSTAIN
2. APPROVAL OF KPMG LLP [ ] [ ] [ ]
independent auditors
for 2000.
3. In their discretion, upon such as other matters as may properly come before
the meeting or any adjournments thereof.
For, except vote withheld from the following nominee(s):
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This Proxy Must Be Signed Exactly as Name Appears Hereon Joint
owners should each sign. Executors, administrators, trustees, etc., should
give full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer.
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2000
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SIGNATURE(S) DATE