PRELIMINARY INFORMATION STATEMENT
SECURITIES AND EXCHANGE COMMISSION
As filed with the Securities and Exchange Commission on November 14, 2005.
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:
(X) Preliminary Information Statement
( ) Confidential, for Use of the Commission only (as permitted by
Rule 14c-5(d)(2))
( ) 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 15, 2005
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 15, 2005 at 9:00 a.m. Inquiries about the agenda for the meeting
should be addressed to the Company's assistant secretary, Edward Fackenthal at
Suite 209, One Montgomery Plaza, Norristown, Pennsylvania, 19401, or telephone
(610) 279-3370.
The principal executive office of NRM Investment Company is Suite 112,
Rosemont Business Campus # 3, 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 24, 2005.
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 administrators.
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 Investment Management,
Inc., the Company's current investment adviser. 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 2,817,681 74. 1%
280 Abrahams Lane
Villanova, PA 19035
Francis J. Rainer 195,000 5.1%
6563 Ridgewood Drive
Naples, FL 34108
Joseph V. Somers 90,003 2.4%
1518 Mt. Pleasant Rd.
Villanova, PA 19085
George W. Connell 153,511 4.0%
#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 74% of the
outstanding shares of the Company, is its chief executive officer and controls
the Company. Mr. Connell is the principal of the corporate parent of the
investment adviser for the Company and owns 4.0% 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.
83 years old.
George W. Connell Director Chairman and Chief Executive
Officer of Haverford Trust
Company,
69 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.
82 years old.
Joseph V. Somers Director Presently retired; former
President of Somers
Construction Company and Vice
President of Industrial Lift
Truck Co.
84 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.
84 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,
2005 there were four quarterly meetings. All of the directors attended at least
two of them; three of the five attended at least three.
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, 2005 was
sent to shareholders of record on October 26, 2005; the Board and a
representative of the Company's investment adviser 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, 2005. 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, and (4)
current counsel, custodian, transfer agent, and books and records administrator
to their respective positions.
The Investment Adviser
From December 9, 1992 through July 15, 1997 Rittenhouse Financial
Services, Inc. ("RFS") served as the Company's investment adviser. On September
1, 1997 the John Nuveen Company acquired RFS. On October 7, 1997 the Company's
Board ratified an amendment to the advisery agreement dated September 3, 1997
assigning the investment advisery account and agreement from RFS to the
Rittenhouse Trust Company. The Rittenhouse Trust Company later changed its name
to Haverford Trust Company; the Haverford Trust Company then in January 2004,
organized a wholly owned Pennsylvania subsidiary corporation named Haverford
Investment Management, Inc.("HIM") to perform its advisory services. HIM is
qualified to act as an investment adviser for the Company under the Investment
Advisers Act and the Investment Company Act. Through its own activities and that
of its related companies, HIM provides advisory, brokerage and other financial
services to individual and institutional clients. The offices of the adviser are
at Suite 450, No. 3 Radnor Corporate Center, Radnor, PA 19087.
Haverford Trust Company ("HTC") had been engaged as an adviser to the
Company to render opinions on best price and execution for trades executed in
the account. It also opined 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 23 years of experience in managing or advising clients' fixed
income assets as well as a long history of working with the Company. Their
experience in trading with a wide variety of Wall Street firms gave the Board a
broad view of trading effectiveness. Its research contacts on Wall Street, in
addition to its in-house capabilities, gave the Board a unique perspective on
economics and forecasts of future rate movements. HIM's officers are all
officers of HTC who traditionally rendered advisory services to the Company. HIM
has adopted and supplied the Company copies of policies and procedures, and a
Code of Ethics. The Company through counsel has reviewed them and is satisfied
that they comply with law and that the investment philosophy specified in the
policies suits the needs of the Company.
Attached is a listing of the directors of the adviser.
The adviser will furnish investment advice to the Board on a
non-discretionary basis. The Board acting for the Company as a committee of the
whole makes all final investment decisions. The contract is terminable upon
notice by the Company, and upon 60 days notice by the adviser. No changes in the
contract are expected for the coming year; compensation for the adviser 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.
The last submission of the advisory contract to the shareholders was at
the 2004 annual meeting taking place on December 16, 2004.
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, 3,803,403 outstanding shares of the
Company, held in one class by 135 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:
I 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.
II 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, 2005 and will recommend to the shareholders that they re-employ the
auditor for the fiscal year ending August 31, 2006. 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 $11,700. The firm provides only audit services and provides no
services to the investment adviser. Based thereon, the directors are satisfied
that the auditor will be able to maintain its required independence.
III Change in Fundamental Investment Policy
Additional Investment Advice
Over the past several months, the Board has discussed the advisability
of changing its objective from investing primarily in municipal bonds that
assure tax free distributions to its shareholders, to investing in securities
whether bonds, equities or derivatives that produce high income. The Board will
recommend to the shareholders that the Company expand its range of investments
for this new purpose so that the Company will no longer be limited in investment
choice except as provided in the Investment Company Act, the Internal Revenue
Code or other controlling legislation, rule or decision. In making investment
choices the Board and adviser will however have a secondary objective of
preserving capital.
Should the shareholders approve the change in investment policy they
will be asked to approve a parallel change in the Company's by-laws authorizing
the change.
To achieve its new objective, the Company may consider employing
additional investment advisers or sub-advisers.
IV Reappointment of Existing Investment Adviser
Based upon the information noted above in the announcement to
shareholders, the Board will submit to the shareholders the reappointment of
Haverford Investment Management, Inc. as the Company's investment adviser. It
may also submit the appointment of additional advisers or sub-advisers to assist
in carrying out the new investment objective.
V Certification by Access Persons
Pursuant to the Ethics rules adopted by the Company, the
shareholders/directors who are access persons within the meaning of the Code,
the Investment Company Act and the regulations thereunder, certify that they
have duly reported investment information to the Company's compliance officer
and have otherwise abided by the Code requirements.
The Company will entertain any other business that is properly
presented to the shareholders.
Edward Fackenthal
Assistant Secretary
The Haverford Investment Management Directors
Chairman: George W. Connell
Board Members:
Joseph J. McLaughlin, Jr.
Binney H.C. Wietlisbach
Henry B. Smith
3 Radnor Corporate Center
Suite 450
Radnor, PA 19087