DEFINITIVE COPY OF INFORMATION STATEMENT
SECURITIES AND EXCHANGE COMMISSION
As filed with the Securities and Exchange Commission on November 21, 2003.
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 1934
Check appropriate box:
( ) Preliminary Information Statement
( ) Confidential, for Use of the Commission only (as permitted by
Rule 14c-5(d)(2))
(X) Definitive Information Statement
NRM INVESTMENT COMPANY
---------------------------------------------------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
(X) no fee required
( ) Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF NRM INVESTMENT COMPANY
December 18, 2003
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 18, 2003 at 9:00 p.m. Inquiries about the agenda for the meeting
should be addressed to the Company's assistant secretary, Edward Fackenthal at
Suite 902, One Montgomery Plaza, P.O. Box 751, Norristown, Pennsylvania, 19404,
or telephone (610) 279-3370.
The principal executive office of NRM Investment Company is Suite 112,
Rosemont Business Campus # 1, 919 Conestoga Road, Rosemont, Pennsylvania, 19010.
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 November 26, 2003.
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
information about the directors. These individuals acting as a committee of the
whole, together with First National Trust Company, Johnstown, PA serve as the
Company's administrator.
Note that in addition to being directors, John H. McCoy is Chairman of
the Board, President and Treasurer. Board member James Fisher is Secretary.
George W. Connell is the principal officer of Haverford Trust Company, the
Company's investment advisor. 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. All directors are elected for a one-year term.
Officers serve for indefinite terms at the discretion of the directors.
The directors hold no other directorships in companies registered under
the Securities Act.
Information for Table I regarding the shares these individuals own was
furnished by First National Trust Company, Johnstown, PA, the Company's
custodian, administrator, transfer agent and provider of certain other services.
TABLE I
Name and Address No of Shares Percentage of Ownership
------------------------------ -----------------------
John H. McCoy 2,817,679 71.0%
1010 Broadmoor Road
Bryn Mawr, PA 19010
Francis J. Rainer 195,000 4.9%
5555 Heron Point Drive
Unit 1101
Naples, FL 34108
Joseph V. Somers 235,055 5.9%
1518 Mt. Pleasant Rd.
Villanova, PA 19085
George W. Connell 153,511 3.8%
#3 Radnor Corporate Ctr.
Suite 450
100 Matsonford Road
Radnor, PA 19087
James Fisher
Tedwyn Apartments
Apt. 801 50,000 1.3%
840 Montgomery Avenue
Bryn Mawr, PA 19010
TABLE II - A - Interested Directors
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 advisor for the
Company and owns 3.9% of the Company's stock.
Position Principal Occupation
Name with Registrant During Past Five Years
- ----------------------------------- ------------------------------ --------------------------------
John H. McCoy (1) Director, President Former President of National
Treasurer (1) Rolling Mills, Inc., a steel
rolling plant; retired since
1984. Prior thereto, he was
President and Director of
National Rolling Mills Co.
81 years old.
George W. Connell Director Chairman and Chief Executive
Officer of Haverford Trust
Company,
67 years old.
(1) Served as President since the inception of the Company; as Treasurer since
January 2001.
Table II - Directors Who are not defined as "Interested Directors"
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. 80 years old.
Joseph V. Somers Director Presently retired; former
President of Somers
Construction Company and Vice
President of Industrial Lift
Truck Co. 82 years old.
James Fisher Director, Secretary (2) Former Vice President of
Sales, Steel Division,
National Rolling Mills, Inc.;
prior thereto, Aluminum
Product Manager, Edgecombe
Steel.
82 years old.
(2) Served as Secretary since March 2002
The company except for $400.00 per directors' meeting attended does not
compensate the officers and directors. During the fiscal year ending August 31,
2003 there were four quarterly meetings. All of the directors attended at least
three of them.
The Company has no audit, compensation, or nominating committees and
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, 2003 was
sent to shareholders of record on October 3, 2003; the Board and a
representative of the Company's investment advisor will be present in person 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 31, 2003. Any shareholder wishing a copy of the annual
report may obtain the same without cost by calling Edward Fackenthal, counsel
for the Company, collect, at (610) 279-3370.
Further Employment of Officers and Other Service Providers
Management will recommend to the Board, and the Board, if accepted,
will announce its resolution to reappoint (1) John H. McCoy, Jr. to the
positions of president and treasurer; (2) James Fisher to the position of
secretary; (3) Edward Fackenthal to the position of assistant secretary, (4)
current counsel, custodian, transfer agent, and books and records administrator
to their respective positions; and (5) based upon the facts and circumstances
set forth immediately hereafter, the Haverford Trust Company as the Company's
Investment Adviser, all for the ensuing calendar year.
The Investment Adviser
From December 9, 1992 through July 15, 1997 Rittenhouse Financial
Services, Inc. ("RFS") served as the Company's investment advisor. On September
1, 1997 the John Nuveen Company acquired RFS. 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 (now by change of name
to Haverford 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 Haverford Trust Company.
Through its own activities and that of its related companies, Haverford 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.
Haverford Trust Company ("HTC") 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 security purchases and trading
activity to meet the goals and objectives of the Board and shareholders. HTC's
officers have had 22 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.
Attached is a listing of the directors of the advisor.
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.
Based upon the foregoing, the Board, has fully satisfied itself with
the qualifications of HTC. The last submission of the advisory contract to the
shareholders was at the 2002 annual meeting taking place on January 17, 2003.
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, 3,963,035 outstanding shares of the
Company, held in one class by 122 shareholders. Each share is entitled to one
vote. At the meeting, the Secretary shall tabulate the number of shareholders
present in person or by proxy, 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:
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 Fisher. 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
elections, 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.
Employment of Auditors and Audit Fees
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, 2003 and will recommend to the shareholders that they re-employ the
auditor for the fiscal year ending August 31, 2004. No representative of the
auditor's firm is expected to be present at the meeting. For the audit of the
Company's annual financial statements for the most recent fiscal year the
auditor billed $10,256.34 (fee and costs). The firm provides only audit services
and provides no services to the investment advisor. Based thereon, the directors
are satisfied that the auditor will be able to maintain its required
independence.
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 invest
approximately 80% of its assets in municipal bonds and the remainder in mutual
funds, normal short-term cash positions, common or preferred shares or other
instruments of United States companies, or in taxable notes and bonds or
convertible instruments.
The Company will entertain any other business that is properly
presented to the shareholders.
Edward Fackenthal
Assistant Secretary
The Haverford Trust Company Directors
Mr. Roland C. Baker
President
First Penn-Pacific Life Insurance Company
5342 South Shore Drive
Chicago, IL 60673-2268
Mr. Edward Boehne
Former President of the Federal Reserve Bank of Pennsylvania
313 Devon State Road
Devon, PA 19333
Mr. John W. Boyer
Retired Chairman and CEO, Philadelphia Suburban Corp.
152 Lakeside Lane
Media, PA 19063
Mr. Donald R. Caldwell
Founder and Senior Managing Director
Cross Atlantic Capital Partners, Inc.
5 Radnor Corporate Center
Suite 555
Radnor, PA 19087
Ms. Virginia B. Clark
Director, External Affairs
Smithsonian Institution
1000 Jefferson Drive
Suite 105
Washington, DC 20560
George W. Connell
Chairman and Chief Executive Officer
The Haverford Trust Company
3 Radnor Corporate Center
Suite 450
Radnor, PA 19087
Mr. John Garner
Retired, Former Vice President, Trust & Estates
The Haverford Trust Company
54 Pasture Lane
Bryn Mawr, PA 19010
Nelson G. Harris, Esquire
Retired Chairman and CEO
Tasty Baking Company
4130 Presidential Drive
Lafayette Hill, PA 19444
Mr. Charles J. Ingersoll
Executive Vice President
Director of Banking and Trust Services
The Haverford Trust Company
3 Radnor Corporate Center
Suite 450
Radnor, PA 19087
Mr. Paul M. Ingersoll
638 Morris Avenue
Bryn Mawr, PA 19010
Mr. Edward W. Leisenring
Consultant
2575 White Horse Road
Berwyn, PA 19312
Mr. Leonard H. McCandless, CFA
Vice President, Nuveen/Rittenhouse Financial Services
Riddle Village
Arlington 212
Media, PA 19063
Joseph J. McLaughlin, Jr.
President and Chief Operating Officer
The Haverford Trust Company
3 Radnor Corporate Center
Suite 450
Radnor, PA 19087
Mr. William B. McNamara
President, Haverford Hotel Partners, Inc.
937 E. Haverford Road
Suite 201
Bryn Mawr, PA 19010-3819
Alan L. Reed, Esquire
Philadelphia Managing Partner
Morgan, Lewis & Bockius
1701 Market Street
Philadelphia, PA 19103-2921
David M. Robinson
Director of Marketing
The Haverford Trust Company
3 Radnor Corporate Center
Suite 450
Radnor, PA 19087
Bruce A. Rosenfield, Esquire
Partner
Schnader Harrison Segal & Lewis, LLP
Suite 3600
1600 Market Street
Philadelphia, PA 19103-7286
Mr. Robert I. Smith
Retired President & CEO, The Glenmede Trust Company,
Pew Charitable Trusts
422 Upper Hollow Hill Road
Stowe, VT 05672
Mr. Paul E. Spears
President, Hanover Shoe Farms, Inc.
106 Oak Street
Hanover, PA 17331
Binney H. C. Wietlisbach
Vice President
The Haverford Trust Company
3 Radnor Corporate Center
Suite 450
Radnor, PA 19087