SCHEDULE 14A
(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. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NATIONAL PRESTO INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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 registration 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:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
MARCH 31, 1995
Dear Shareholder:
Enclosed with this letter you will find the notice of our Annual Meeting of
Stockholders which will be held at our offices in Eau Claire on May 16, 1995.
We sincerely hope that you will be able to be present to meet the
management of your Company, see the new products which will be displayed at the
meeting and to cast your vote for the election of directors. If, however, you
find that you are unable to attend the meeting in person, we urge that you
participate by voting your stock by proxy. You may cast your vote by signing and
returning the enclosed proxy card.
On March 27, 1995, we mailed you our annual report for 1994 which contained
a description of our business and also included audited financial statements for
that year. Enclosed with this letter is a proxy statement which contains
information regarding the annual meeting and the business to be conducted
thereat.
We are always pleased to hear from our shareholders and if you cannot be
present in person at the meeting, we would be happy to have your letters
expressing your viewpoints on our products and business or to answer any
questions that you might have regarding your Company.
President Chairman
NATIONAL PRESTO INDUSTRIES, INC.
3925 NORTH HASTINGS WAY
EAU CLAIRE, WISCONSIN 54703
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF NATIONAL PRESTO INDUSTRIES, INC.:
The Annual Meeting of Stockholders of National Presto Industries, Inc.,
will be held at the offices of the Company, 3925 North Hastings Way, Eau Claire,
Wisconsin 54703, on Tuesday, May 16, 1995, at 2:00 p.m., for the following
purposes:
(a) To elect two directors for three year terms ending in 1998 and until
their successors are elected and qualified; and
(b) To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 8, 1995, will be
entitled to vote at the meeting and any adjournment thereof.
James F. Bartl
Secretary
March 31, 1995
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY WHICH IS SOLICITED BY
THE BOARD OF DIRECTORS. PLEASE USE THE ENCLOSED ENVELOPE IN RETURNING YOUR
PROXY.
NATIONAL PRESTO INDUSTRIES, INC.
3925 NORTH HASTINGS WAY
EAU CLAIRE, WISCONSIN 54703
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 1995
The accompanying proxy is solicited by the Board of Directors of National
Presto Industries, Inc., (the Company) for use at the Annual Meeting of
Stockholders to be held May 16, 1995, and any adjournment thereof. When such
proxy is properly executed and returned, the shares it represents will be voted
at the meeting and at any adjournment thereof. Any stockholder giving a proxy
has the power to revoke it at any time before it is voted. Presence at the
meeting of a stockholder who has signed a proxy does not alone revoke that
proxy; the proxy may be revoked by a later dated proxy or notice to the
Secretary at the meeting.
At the Annual Meeting stockholders will be asked to:
(a) Elect two directors for three year terms ending in 1998 and until
their successors are elected and qualified; and
(b) Transact such other business as may properly come before the
meeting.
Only stockholders of record as of the close of business on March 8, 1995,
will be entitled to vote at the Annual Meeting. The approximate date on which
this proxy statement and form of proxy were first sent or given to stockholders
is March 31, 1995.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 7,338,048 shares
were outstanding and entitled to vote as of the close of business on the record
date, March 8, 1995. Each of the 7,338,048 outstanding shares of common stock is
entitled to one vote.
The following table sets forth, as of the record date, all persons known by
the Company to be the beneficial owners of more than 5% of the outstanding
common stock of the Company and such beneficial ownership by all officers and
directors as a group:
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Common Stock
Edith Phillips 685,663 (1)(2) 9.2%
P.O. Box 1212
Eau Claire, Wl 54702
Melvin S. Cohen 1,419,148 (2)(3) 19.0%
3925 N. Hastings Way
Eau Claire, Wl 54703
Eileen Phillips Cohen 690,423 (2)(4) 9.3%
P.O. Box 1212
Eau Claire, Wl 54702
Maryjo Cohen 2,116,685 (2)(5) 28.4%
3925 N. Hastings Way
Eau Claire, Wl 54703
All officers and directors as a group 2,252,639 30.2%
(1) Includes 450,495 shares contributed to revocable trust for Mrs. Phillips'
own benefit.
(2) Includes 111,404 shares owned by the L. E. Phillips Family Foundation, Inc.
(the Phillips Foundation), a private charitable foundation of which the
named person is an officer and/or director and as such exercises shared
voting and investment powers, and 123,764 shares into which a presently
outstanding convertible debenture held by the Phillips Foundation may be
converted.
(3) Includes 38,610 shares held in trust for Mr. Cohen's own benefit, and
307,301 shares owned by pension trusts of the Company or affiliates,
charitable trusts and private charitable foundations (other than the
Phillips Foundation) and family member trusts of which Mr. Cohen is a
co-trustee, officer or director, and as such exercises shared voting and
investment powers.
(4) Includes 381,320 shares held in trust for Mrs. Cohen's own benefit, and
35,325 shares owned by a private charitable foundation (other than the
Phillips Foundation) of which Mrs. Cohen is an officer and director, and as
such exercises shared voting and investment powers.
(5) Includes 1,669,664 shares held in a voting trust described in the section
below captioned "Voting Trust Agreement", for which Ms. Cohen has sole
voting power, and 228,836 shares owned by pension trusts of the Company or
affiliates, and private charitable foundations (other than the Phillips
Foundation) and family member trusts of which Ms. Cohen is a co-trustee,
officer or director, and as such exercises shared voting and investment
powers.
VOTING TRUST AGREEMENT
The four beneficial owners listed in the foregoing table, and nine other
persons comprising extended family members and related trusts, have entered into
a voting trust agreement with respect to the voting of an aggregate of 1,669,664
shares of common stock. The voting trust agreement will terminate on December 4,
2009, unless sooner terminated by the voting trustee or unanimous written
consent of all the parties to the voting trust agreement. The voting trustee
under the agreement is Maryjo Cohen. Under the agreement, the voting trustee
will exercise all rights to vote the shares of common stock of the Company with
respect to all matters presented for shareholder action.
NOMINEES AND DIRECTORS
Two directors are to be elected at the Annual Meeting for a term of three
years. The Articles of Incorporation and the Bylaws of the Company provide for
six directors, divided into three classes of two members each. At each annual
meeting, successors of the class whose term of office expires in that year are
elected for a three-year term. The Board of Directors propose as nominees to
three-year terms Mr. Walter G. Ryberg, Vice President of Sales of the Company
prior to his April 15, 1983, retirement, and Mr. John M. Sirianni, Managing
Director - Investments, Piper Jaffray Inc., Investment Bankers, whose terms
expire at the meeting.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following table provides information as to the directors and nominees
of the Company and the shares of common stock of the Company owned beneficially
by each such person as of the record date for the meeting:
Principal Occupation; Directors Shares Percent
Business Experience Director Term To Beneficially of
Director Age Past 5 Years Since Expire Owned(1) Class
Walter G. Ryberg* 77 Retired 1983 1995 5,000 (2)
P.O. Box 1212
Eau Claire, WI 54702
John M. Sirianni* 36 Managing Director- 1992 1995 300 (2)
3602 Timber Trails Court Investments, Piper
Eau Claire, WI 54701 Jaffray Inc., Investment
Bankers and prior to
November 6, 1991, Vice
President
Joseph H. Berney 62 Vice-Chairman and 1975 1996 46,042(3)(4) (2)
3925 N. Hastings Way Director of Sales of the
Eau Claire, WI 54703 Company
Ralph Strangis 58 Member of the law 1978 1996 2,488 (2)
5500 Norwest Center firm of Kaplan, Strangis
90 S. Seventh Street and Kaplan, P.A.(5)
Minneapolis, MN 55402
Melvin S. Cohen 77 Chairman of the 1949 1997 1,419,148(3)(6) 19.0%
3925 N. Hastings Way Board of the
Eau Claire, WI 54703 Company
Maryjo Cohen 42 President, Chief 1988 1997 2,116,685(3)(7)(8) 28.4%
3925 N. Hastings Way Executive and
Eau Claire, WI 54703 Financial Officer
of the Company
* Nominee
(1) Unless otherwise indicated, each director has sole voting and investment
powers for those shares beneficially owned.
(2) Represents less than 1% of the outstanding shares of common stock of the
Company.
(3) Includes 29,662 shares held by pension trusts of the Company or affiliates
for which Messrs. Berney and Cohen and Ms. Cohen share voting and
investment powers.
(4) Does not include 13,534 shares owned by Phyllis Berney, spouse. Mrs. Berney
is a first cousin by marriage of Mr. Cohen.
(5) Mr. Strangis is also a director of Damark International, Inc., Life USA
Holding, Inc., Payless Cashways, Inc., and TCF Financial Corporation.
(6) See footnotes 2 and 3 under Voting Securities and Principal Holders
Thereof.
(7) See footnotes 2 and 5 under Voting Securities and Principal Holders
Thereof.
(8) Ms. Cohen is the daughter of Mr. Cohen.
Information contained in this proxy statement with respect to stock
ownership was obtained from the Company's shareholder records, filings with
governmental authorities, or from the named individual nominees, directors and
officers. The persons identified in the foregoing table disclaim beneficial
ownership of shares owned or held in trust for the benefit of members of their
families or entities with which they may be associated.
The Company has an Audit Committee but does not have a nominating or
compensation committee. The Audit Committee consists of Messrs. Sirianni and
Strangis. During 1994, the Audit Committee held two meetings. The principal
function of the Committee is to review the annual financial statements of the
Company prior to their submission to the Board of Directors. The Audit Committee
also has authority to consider such other matters in relation to the internal
and external audit of the Company's accounts and in relation to its financial
affairs as the Committee may determine to be desirable. The Audit Committee
members reviewed and ratified, by a written unanimous action, the nature and
extent of the services to be provided by Grant Thornton LLP, including services
rendered in 1994, the costs and fees for such services and the effect of such
fee arrangements on the independence of the auditors. During 1994, there were
two Board of Directors meetings. Directors of the Company, other than those who
are also executive officers, currently receive $275 for each Board and Audit
Committee meeting attended.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning annual
compensation paid by the Company to the Company's chief executive officer and
each of the highest paid executive officers whose salary and bonus exceeded
$100,000 for the fiscal years ended December 31, 1992, 1993 and 1994.
SUMMARY COMPENSATION TABLE
All Other
Name and Principal Position Year Salary Bonus Compensation(1)
Melvin S. Cohen 1994 $107,200 $ 94,800 0
Chairman of the Board 1993 107,200 108,800 0
1992 107,200 208,800 0
Maryjo Cohen 1994 $ 64,000 $186,000 $2,310
President, Chief Executive 1993 64,000 161,000 2,249
and Financial Officer 1992 64,000 161,000 2,282
and Director
Joseph H. Berney 1994 $ 80,100 $121,700 $2,011
Vice-Chairman of the Board, 1993 80,100 119,900 2,011
Director of Sales and Director 1992 80,100 119,900 2,282
James F. Bartl 1994 $ 44,600 $132,200 $1,640
Secretary 1993 44,600 118,900 1,565
1992 44,600 111,400 1,690
Richard F. Anderl 1994 $ 45,000 $ 60,000 $1,005
Vice President 1993 45,000 55,000 971
1992 45,000 50,000 935
(1) The amounts shown in this column are matching contributions made by the
Company for executive officers participating in its 401(k) Plan.
None of the executive officers named in the Summary Compensation Table have
received restricted stock awards. None of the executive officers named in the
Summary Compensation Table were granted stock options under the Company's 1988
Stock Option Plan, except for Mr. Anderl, who was awarded a stock option grant
in 1989 for 2,500 shares of the Company's common stock at a price of $39.875 per
share, vesting at ten equal annual installments beginning on date of grant for a
term of ten years.
AGGREGATE OPTION EXERCISE IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities
Underlying
Unexercised Value of Unexercised
Options At In-The-Money Options
Shares Fiscal Year-End(#) At Fiscal Year-End ($)
Acquired On Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
Richard F. Anderl 250 1,781.25 250/1,000 406/1,625
PENSION PLAN
The Company maintains a qualified defined benefit Pension Plan in which
executive officers of the Company participate. Upon retirement, participants may
elect one of the Plans payment options, including an annuity or lump sum
distribution. A participants remuneration covered by the Company's Pension Plan
is his or her average compensation for the highest five consecutive calendar
years of service, or in the case of a participant who has been employed for less
than five full calendar years, the average is based upon the number of completed
years of employment with the Company. It is estimated that the executive
officers listed above (excluding Mr. Cohen, who received a lump sum pension
distribution in 1988) will receive at their normal retirement date (age 65) a
maximum annual benefit of $30,000 or an estimated lump sum distribution of
$230,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As described below in the report on executive compensation, members of the
Board of Directors determine the compensation of the executive officers of the
Company. This includes the compensation of those executive officers who also
serve as Directors, namely, Melvin S. Cohen, Chairman of the Board, Maryjo
Cohen, President, Chief Executive and Financial Officer, and Joseph H. Berney,
Vice Chairman of the Board and Director of Sales. The Company's Chief Executive
Officer and other executive officers who also serve on the Board do not
participate in any decisions regarding their own compensation.
Executive officers of the Company, including Messrs. Cohen and Berney and
Ms. Cohen, also serve as directors and executive officers of the Company's
subsidiaries. Mr. Strangis is a member of the law firm of Kaplan, Strangis and
Kaplan, P.A., which the Company has retained as general counsel. Mr. Sirianni is
a Managing Director- Investments of Piper Jaffray Inc., Investment Bankers. The
Company has purchased marketable securities during 1994 in transactions through
brokerage firms, including Piper Jaffray Inc. Mr. Ryberg was Vice President of
Sales of the Company prior to his retirement in 1983.
The Company expects to continue to utilize the legal services of Kaplan,
Strangis and Kaplan, P.A., and the brokerage services of Piper Jaffray Inc.,
during 1995. The Company believes that the terms and conditions of its
relationships with Kaplan, Strangis and Kaplan, P.A., and Piper Jaffray Inc.,
are as favorable as those that could have been obtained from other entities
providing those same services.
BOARD REPORT ON EXECUTIVE COMPENSATION
Decisions on executive compensation are made by the Board of Directors.
There is no separate compensation committee. Salaries and bonus compensation are
reviewed annually at or near the end of the Company's fiscal year.
Historically the Company has maintained salaries at a level which is
considered to be below salaries for executives of comparable companies. This
provides a more conservative approach to base compensation if the Company
experiences a significant adverse change in operating results which the Board of
Directors believes should result in a reduction in total compensation. Salaries
have been historically supplemented by amounts characterized as bonus
compensation which is paid in cash as described in the above table. However, the
Board considers salaries and bonuses together to determine if total
compensation, irrespective of how characterized, is reasonably related to the
services provided.
The Company has not relied upon stock incentives as a principal part of its
compensation program for its executives. Although the Company has made available
stock purchase arrangements for executive officers in the past, the last such
arrangement for any of the executive officers named in the foregoing table was
in 1989.
The Board believes that the total salary and bonus compensation paid to its
executives is appropriate in relationship to the size and nature of the
Company's business, total compensation of other executives of similar
businesses, the longevity of such officers service with the Company, the limited
number of senior executives employed by the Company and the results that have
been achieved by its management group (although such bonuses are not based upon
a percentage or other formula utilizing revenues, income or other financial data
as predicates). No compensation or other consultant has been retained by the
Board to evaluate executive compensation. However, the Board does consider data
generally made available on executive compensation by such organizations.
The Company has utilized the salary and discretionary bonus approach
described above for more than the last 25 years and no change in this
compensation approach is currently being considered. Because of their
substantial stock ownership, the interests of Mr. Cohen and Ms. Cohen, the
Company's two senior officers, are substantially related to the interests of all
stockholders. Messrs. Berney and Bartl also have material stock interests in
relation to their compensation levels. Further, stock based compensation is not
deemed by the Board to be necessary or appropriate.
The basis for the compensation of Ms. Cohen as President and Chief
Executive Officer is determined in the same manner as the compensation for the
other executive officers. In 1994, Ms. Cohen, who has been a full-time employee
of the Company since 1976, an officer since 1983, and President since 1989,
assumed the added responsibilities of Chief Executive Officer. As noted in the
foregoing table, there was an increase in total compensation in 1994 for Ms.
Cohen which, in part, reflected the additional responsibilities she assumed as
Chief Executive Officer. The Board considered, in establishing Ms. Cohen's
compensation, her demonstrated competence over many years, the scope of
responsibilities assumed and her expertise in a variety of significant niches
within the business, and profitability of the Company. No specific weight was
assigned to any of these factors and, as in the case of other executives, no
formula is utilized for determining bonus compensation.
In 1993, Section 162(m) of the Internal Revenue Code was adopted which,
beginning in 1994, imposes an annual deduction limitation of $1.0 million on the
compensation of certain executive officers of publicly held companies. The Board
of Directors does not believe that the Section 162(m) limitation will materially
affect the Company in the near future based on the level of the compensation of
the executive officers. If the limitation would otherwise apply, the Board of
Directors could defer payment of a portion of the bonus to remain under the $1.0
million annual deduction limitation.
Submitted by the Company's Board of Directors:
Melvin S. Cohen Maryjo Cohen Walter G. Ryberg
Joseph H. Berney Ralph Strangis John M. Sirianni
PERFORMANCE GRAPH
In accordance with regulations, the Company is including in this proxy
statement a line-graph presentation comparing cumulative, five-year shareholder
returns on an indexed basis with the Standard and Poor's 500 Composite Index
(S&P 500 Index) and an index of eleven (11) electrical appliance manufacturers
created by Bridge Information Systems, Inc. (Bridge Index). The Board of
Directors has approved use of the Bridge Index. A list of companies comprising
that index is included in the graph below.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
NATIONAL PRESTO INDUSTRIES, INC., S&P 500 INDEX AND BRIDGE INDEX
DECEMBER 31,
1989 1990 1991 1992 1993 1994
National Presto Industries, Inc. 100.0 119.3 190.7 165.9 157.3 141.2
S&P 500 Index 100.0 96.8 126.5 136.2 149.2 151.2
Bridge Index 100.0 68.1 118.6 136.6 179.5 155.3
Assumes $100 invested on December 31, 1989, in National Presto Industries, Inc.
Common Stock, S&P 500 Index and Bridge Index. Total return assumes reinvestment
of dividends.
BRIDGE INDEX COMPANIES: Allegheny International, Inc., Craftmade International,
Inc., Dynamics Corporation of America, Maytag Corporation, National Presto
Industries, Inc., Royal Appliance Mfg. Co., Singer Company, N.V., Sunbeam Oster
Company, Inc., Toastmaster, Inc., Whirlpool Corporation, Windmere Corporation.
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, Certified Public Accountants, were the independent
accountants for the Company during the year ended December 31, 1994, and have
been selected by the Audit Committee of the Company's Board of Directors to be
independent accountants for the Company during the fiscal year ending December
31, 1995. The Audit Committee meets with representatives of Grant Thornton LLP,
and reviews in advance the general areas of non-audit services to be provided
and considers the effect of the fee arrangement for non-audit services on the
independence of the auditors. It is not anticipated that any representative of
such auditing firm will be present at the Annual Meeting of Stockholders.
OTHER MATTERS
The cost of preparing, assembling and mailing this proxy statement, the
notice and form of proxy will be borne by the Company. The management has made
no arrangement to solicit proxies for the meeting other than by use of mails,
except that some solicitation may be made by telegraph, telephone, facsimile, or
personal calls by officers or regular employees of the Company. The Company
will, upon request, reimburse brokers and other persons holding shares for the
benefit of others in accordance with the rates approved by the New York Stock
Exchange for their expenses in forwarding proxies and accompanying material and
in obtaining authorization from beneficial owners of the Company's stock to give
proxies.
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should come before the meeting, it is
the intention of each person named in the proxy to vote such proxy in accordance
with his or her judgment on such matters.
NATIONAL PRESTO INDUSTRIES, INC., FORM 10-K ANNUAL REPORT, ON FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED, WITHOUT CHARGE, UPON
WRITTEN REQUEST TO JAMES F. BARTL, SECRETARY, NATIONAL PRESTO INDUSTRIES, INC.,
3925 NORTH HASTINGS WAY, EAU CLAIRE, WISCONSIN 54703. COPIES OF EXHIBITS TO FORM
10-K MAY BE OBTAINED UPON PAYMENT TO THE COMPANY OF THE REASONABLE EXPENSE
INCURRED IN PROVIDING SUCH EXHIBITS.
Any proposal intended to be presented for action at the 1996 Annual Meeting
of Stockholders of the Company (the 1996 Annual Meeting) by any stockholder of
the Company must be received by the Secretary of the Company at 3925 North
Hastings Way, Eau Claire, Wisconsin 54703, not later than December 2, 1995, in
order for such proposal to be included in the Company's Proxy Statement and
Proxy relating to the 1996 Annual Meeting. Nothing in this paragraph shall be
deemed to require the Company to include in its Proxy Statement and Proxy
relating to the 1996 Annual Meeting any stockholder proposal which does not meet
all of the requirements for such inclusion at the time in effect.
BY ORDER OF THE BOARD OF DIRECTORS
James F. Bartl, Secretary
NOTICE OF
ANNUAL
MEETING
AND
PROXY
STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1995
Please sign and return the enclosed proxy promptly.
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703