DEFINITIVE COPY OF INFORMATION STATEMENT
As filed with Securities and Exchange Commission on December 4, 2001
Registration No. 2-66073
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
SCHEDULE 14C INFORMATION
under
Reg. Section 240.14c-101.
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of l934
Check the appropriate box:
{ } Preliminary Information Statement
{X} Definitive Information Statement
NRM INVESTMENT COMPANY
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(Name of Registrant As Specified In Charter)
Edward Fackenthal, Assistant Secretary
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(Name of Person(s) Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
No filing fee for this registered investment company is required by reason of
the EDGAR amendments and Rule 301 of Regulation S-T.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF NRM INVESTMENT COMPANY
December 28, 2001
The annual meeting of the shareholders of NRM Investment Company is to
be held at Philadelphia Country Club, Spring Mill Road, Gladwyne, Pennsylvania,
on December 28, 2001 at 9:00 a.m. Inquiries about the agenda for the meeting
should be addressed to the Company's principal executive offices at Suite 112,
Building 1, Rosemont Business Campus, 919 Conestoga Road, Rosemont, Pennsylvania
19010, or telephone 610 525 0904.
We Are Not Asking You for a Proxy and
You are Requested Not To Send Us a Proxy.
This information statement and notice of the annual meeting of the
shareholders will be mailed to shareholders of record on December 7, 2001.
Security Ownership of Certain Beneficial Owners and Management
The following individuals constitute the board of directors of the
Company, its officers, as well as its largest shareholders. Table I shows the
number of shares the directors own. Table II contains certain biographical
information about the directors.
Note that in addition to being directors, John H. McCoy is Chairman of
the Board, President and Treasurer. Board member Francis J. Rainer is Secretary.
George W. Connell is the principal officer of the Company's investment advisor,
Rittenhouse Trust Company. Messrs. McCoy, Somers and Rainer have been directors
of the Company since its inception as an investment company in 1979. Mr. Connell
has been a director since December 1992 and Mr. Fisher has been a director since
December 2000.
Information for Table I regarding the shares these individuals own was
furnished by Promistar Trust Company, Johnstown Pa., the Company's
administrator, transfer agent and provider of certain other services.
The Company has issued one class of stock.
Table I
Name and address No. of Shares Percentage of Ownership
- ---------------- ------------- -----------------------
John H. McCoy 2,817,680 71.0%
1010 Broadmoor Road
Bryn Mawr, Pa 19010
Francis J. Rainer 225,000 5.6%
2 Campus Blvd.
Newtown Square, Pa., 19073
Joseph V. Somers 235,057 5.9%
1518 Mt. Pleasant Road
Villanova, PA 19085
George W. Connell 153,511 3.6%
#2 Radnor Corporate Center
100 Matsonford Road
Radnor, PA 19087
James Fisher 50,000 1.3%
1210 Rockcreek Road
Gladwyn, Pa., 19035
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Table II
Principal Occupation
Position During Past
Name with Registrant Five Years
- ---- --------------- ----------
John H. McCoy(1) Director, Presently retired;
President former President of
Treasurer National Rolling Mills,
Inc., a steel rolling
plant, since August
1979. Prior thereto, he
was President and
Director of National
Rolling Mills Co.
79 years old.
Joseph V. Somers Director Presently retired;
former President of
Somers Construction
Company and Vice
President of Industrial
Lift Truck Co.
80 years old.
Francis J. Rainer Director Former President of
Rainer & Company a
Professional C.P.A.
Corporation. He is also
a former Vice-Chairman
of the Board of
Delaware Valley Savings
Bank. 78 years old.
George W. Connell(2) President, Director and
sole shareholder of
Rittenhouse Trust
Company, the invest-
advisor; Chief
Investment Officer of
Rittenhouse Financial
Securities, a register
brokerage dealer.
65 years old.
James Fisher Former Vice President
of Sales, Steel
Division, National
Rolling Mills, Inc.;
prior thereto, Aluminum
Product Manager,
Edgecombe Steel.
80 years old.
- --------
(1) John H. McCoy and George W. Connell are "interested" directors as defined
in the Investment Company Act of 1940. Mr. McCoy owns 71% of the
outstanding shares of the Company, is its chief executive officer and
controls the company. Mr. Connell is the principal of the investment
adviser for the Company and owns 3% of the Company's stock.
(2) See footnote 1.
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The Company except for $400 per directors' meeting attended does not
compensate the officers and directors. During the fiscal year ending August 31,
2001 there were four quarterly meetings. All of the directors attended at least
three of them. The Company has no audit, compensation, or nomination committees.
It has no underwriter.
The Agenda for the Meeting
Announcements to the Shareholders
The following are items of information expected to be announced to the
shareholders; they will require no action.
Annual Report
The Company's annual report for the year ending August 31, 2001 was
sent to shareholders of record on September 28, 2001; the Board and a
representative of the Company's investment advisor will be present in person or
by conference telephone to discuss the contents of the report with the
shareholders. The report was also contained in the Registration Statement filed
with the Securities and Exchange Commission on October 30, 2001. Any shareholder
wishing a copy of the annual report may obtain the same without cost by calling
counsel for the Company, collect, at (610) 279-3370.
Further Employment of Officers, Etc.
Management will recommend to the Board, and the Board, if accepted,
will announce its resolution to appoint (1) John H. McCoy, Jr. to the positions
of president and treasurer; (2) Francis J. Rainer to the position of secretary;
(3) Edward Fackenthal to the position of assistant secretary, and (4) current
counsel, custodian, transfer agent, and books and records administrator to their
respective positions for the ensuing year.
Status of Environmental Proceedings
Counsel for the Company will report upon the Boarhead Farm
environmental cleanup project.
Action by the Shareholders
Tabulation of Shareholders
There are, as of the record date, 3,993,436 outstanding shares of the
Company, held in one class by 129 shareholders. Each share is entitled to one
vote. At the meeting, the Secretary shall tabulate the number of shareholders
present at the meeting in person or by proxy and those attending by telephone
conference, add the number of shares they represent, collectively, and shall
make a determination whether such shares are sufficient for the transaction of
business. There are not expected to be "broker non-votes" or abstentions. Should
sufficient shares be thus represented, the Chairman will proceed with the
following business:
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Election of Directors
The Chairman of the meeting will entertain nominations for directors
for the ensuing year. Nominations by management will be existing board members
John H. McCoy, Jr., Joseph V. Somers, Francis J. Rainer, George W. Connell, and
James Fischer. The directors will be elected by a simple majority vote;
shareholders are not entitled to accumulate their votes.
At the close of nominations, there will be an appointment of a judge of
election, if requested by the shareholders, the appointment to be a
non-candidate appointed by the Chairman. Thereafter there will be a vote by
shareholders for directors by ballot or voice vote.
Reemployment of Auditors
The board has reviewed the performance of Beard Miller Company, LLP,
Harrisburg, Pennsylvania, as the Company's auditor for the fiscal year ending
August 31, 2001 and will recommend to the shareholders that the firm be
re-employed as the auditor for the fiscal year ending August 31, 2002.
Reemployment of Advisor
From December 9, 1992 through July 15, 1997 Rittenhouse Financial
Services, Inc. ("RFS") served as the Company's investment advisor. On September
1, 1997 RFS was acquired by the John Nuveen Company. On October 7, 1997 the
Company's Board ratified an amendment to the advisory agreement dated September
3, 1997 assigning the investment advisory account and agreement from RFS to the
Rittenhouse Trust Company. The Rittenhouse Trust Company is qualified to act as
an investment advisor for the Company under the Investment Advisors Act and the
Investment Company Act. The assignment did not result in a change of actual
control or management of the investment advisor, in that George W. Connell was
the sole shareholder of RFS until acquired and remains the sole shareholder of
Rittenhouse Trust Company. Through its own activities and that of its related
companies, Rittenhouse Trust Company provides advisory, brokerage and other
financial services to individual and institutional clients. The offices of the
advisor are at Suite 450, No. 3 Radnor Corporate Center, Radnor, Pa. 19087.
Rittenhouse Trust Company has been engaged as an advisor to the Company
to render opinions on best price and execution for trades executed in the
account. It also opines on the suitability of securities purchases and trading
activity to meet the goals and objectives of the Board and shareholders. RTC'S
officers have had 20 years of experience in managing or advising clients' fixed
income assets as well as a long history of working with the Company. Their
experience of trading with a wide variety of Wall Street firms gives the Board a
broad view of trading effectiveness. Its research contacts on Wall Street, in
addition to its in-house capabilities, give the Board a unique perspective on
economics and forecasts of future rate movements.
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Based upon the foregoing, the Board, has fully satisfied itself with
the qualities of RTC. The last submission of the advisory contract to the
shareholders was at the 2000 annual meeting taking place on December 19, 2000.
The Board again submits the advisory contract to the shareholders. The advisor's
principal, George Connell, as explained above, is a current director and seeks
nomination to be a director for the next calendar year.
The advisor furnishes investment advice to the Board, acting as an
investment committee on a non-discretionary basis. The contract is terminable
upon notice by the Company, and upon 60 days notice by the advisor. No changes
in the contract are expected for the coming year; compensation for the advisor
for the past year and for the coming year was, and is expected to be, at the
annual rate of $10,000. No funds were paid to an affiliated broker.
No Change in Investment Policy
The Board will report to the shareholders that although the Company has
the authority to invest up to one-half of its funds in securities other than
municipal bonds, for the foreseeable future, it intends to stay fully invested
in municipal bonds except for short-term cash position.
The Company will entertain any other business which is properly
presented to the shareholders.
Edward Fackenthal
Assistant Secretary
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