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
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Filed by the Registrant /x_/
Check the appropriate box:
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/___/ Preliminary Proxy Statement /___/ Confidential, for Use of the
____ Commission Only (as permitted
/_X_/ Definitive Proxy Statement by Rule 14a-6(e)(2))
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/___/ Definitive Additional Materials
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/___/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DRIVER-HARRIS COMPANY
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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/_X_/ $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
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/__/ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
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/__/ 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/___/ Fee paid previously with preliminary materials.
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/___/ 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
DRIVER-HARRIS COMPANY
308 MIDDLESEX STREET
HARRISON, NEW JERSEY 07029
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 31, 1995
TO THE STOCKHOLDERS:
The annual meeting of the stockholders of Driver-Harris Company will be held
at the office of the Company, 308 Middlesex Street, Harrison, New Jersey, on
Wednesday, May 31, 1995 at 11:00 A.M., for the purpose of:
1. Electing five directors
2. Transacting any and all other business that may properly come
before the meeting.
The transfer books will not be closed for the Annual Meeting. Only
stockholders of record at the close of business on April 28, 1995 will be
entitled to vote at the meeting.
By Order of the Board of Directors:
LAVINIA Z. EMERY
Secretary
Harrison, New Jersey
May 3, 1995
It is important that your stock be represented at this meeting. If you are
not able to be present at the meeting, please sign and date the enclosed
proxy and mail it in the enclosed envelope. Because of the work necessary to
prepare for the meeting, the immediate return of your proxy will be
appreciated.
<PAGE>
DRIVER-HARRIS COMPANY
(Incorporated in New Jersey)
P R O X Y S T A T E M E N T
Annual Meeting of Stockholders to be held May 31, 1995
SOLICITATION AND REVOCABILITY OF PROXY
The accompanying proxy is solicited by order of the Board of Directors
of Driver-Harris Company, 308 Middlesex Street, Harrison, New Jersey 07029,
for use at the annual meeting of stockholders of the Company to be held on
May 31, 1995 and any adjournment thereof. This Proxy Statement and the
enclosed form of proxy are first being mailed to stockholders of this Company
on or about May 3, 1995.
Execution of the Proxy will not in any way affect the stockholder's
right to attend the meeting and vote in person. In addition, a proxy may be
revoked by a stockholder at any time prior to being voted by giving written
notice of such revocation to the Secretary of the meeting, or by filing with
the Secretary another proxy bearing a later date.
The Company will bear the cost of solicitation of proxies and will
reimburse persons holding stock in their names or those of their nominees for
their expenses in sending soliciting material to their principals. In
addition to the solicitation of proxies by use of the mails, proxies may also
be solicited by regularly engaged employees of the Company by telephone,
telegraph, cable and personal interview. It is not expected that any
solicitation will be made by specially engaged employees of the Company or
other paid solicitors.
VOTING SECURITIES
Only stockholders of record at the close of business on
April 28, 1995 will be entitled to vote at the annual meeting. The Company
has only one class of voting securities currently outstanding, its Common
Stock, of which 1,294,539 shares were outstanding on April 28, 1995 the
record date. Each stockholder is entitled to one vote for each share of
stock held by him. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares is required for a quorum.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
(a) Ownership of shares of the Company's Common Stock by certain
beneficial owners as of March 20, 1995:
<S> <C> <C>
Amount and
Name and Address of Nature of Percent
Beneficial Owner Beneficial of
Ownership Class
Estate of Frank L.Driver Jr. 64,172* 5.0
2 Delafield Street
Westhampton Beach, NY
Frank L.Driver III 120,816** 9.1
98 Old Chester Road
Essex Fells, NJ
Gerhard Haase 120,400 9.3
2306 West Roscoe
Chicago, IL
Mustapha Omar Dimachkie 105,500 8.2
Rue Mme. Curie
Dimachkie Bldg.
Beirut, Lebanon
Frank L. Driver IV 78,972*** 5.9
241 Grove Street
Jersey City, NJ
</TABLE>
* All shares held of record and beneficially. As executor of the Estate of
Frank L. Driver Jr., Frank L. Driver III shares voting rights to such shares
with his brother, David A. Driver, a Director of Driver-Harris Company.
** Including 30,000 shares under options pursuant to the Driver-Harris
Employee Incentive Stock Option Plan, granted in 1992 and 1993, which are
fully exercisable.
*** Including 45,000 shares under options pursuant to the Driver-Harris
Employee Incentive Stock Option Plan, granted in 1990, 1991 and 1992, which
are fully exercisable.
(b) Security ownership of management as of March 20, 1995:
<TABLE>
<S> <C> <C>
Amount and Nature of Percent
Title of Class Beneficial Ownership of Class
- - -------------- -------------------- --------
Driver-Harris Company
Common Stock 248,108 18.0
</TABLE>
* Includes 82,500 shares under options pursuant to the Driver-Harris
Employee Incentive Stock Option Plan.
(c) Management is not aware of any arrangement which may
result in a change in control of the Company.
<PAGE>
ELECTIONS OF DIRECTORS
Five directors are to be elected at the meeting to hold office until the
next annual meeting of the stockholders and until their respective successors
shall be elected and qualified.
All duly executed proxies will be voted for the election of the five
nominees named below unless, as is not anticipated, any one of the nominees
is unable or declines to serve, in which case such proxies will be voted for
the balance of the nominees and for substitute nominees, unless the Board
deems it advisable to amend the By-Laws so as to decrease the number of
directors to be elected. All nominees are presently directors of the
Company.
The following table summarizes the principal occupations and business
experience during the past five years, as well as certain other information
as of March 20, 1995 for each nominee:
<TABLE>
<S> <S> <S> <S> <S> <S>
Company
Principal Occupation Common % of
During Last Five Years Stock Outstanding
and other Director Beneficially Common
Name Age Directorships Since Owned(1) Stock
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Ralph T.
Bartlett 70 Certified Public 1985 100 *
Accountant. Until 1984
a partner of Deloitte
Haskins & Sells (now
Deloitte & Touche),NY
H. L.
Biggerstaff 68 Retired. Until 1988, 1980 2,000 *
President Arwood Die
Casting Division
of Arwood Corp.
David A.
Driver 56 President,Atlantic 1977 38,720 3.0
Alloys Inc., a
manufacturer of bi-
metallic components
for temperature
control devices.
Frank L.
Driver III 64 Chairman of the Board 1952 120,816** 9.1
of Directors, Director
of Blue Cross-Blue
Shield of NJ Inc.
Frank L.
Driver IV 34 President and Chief 1993 78,972*** 5.9
Financial Officer
</TABLE>
* Denotes less than 1% of outstanding.
** Includes 30,000 shares under options pursuant to the Driver-Harris
Employee Incentive Stock Option Plan.
*** Includes 45,000 shares under options pursuant to the Driver-Harris
Employee Incentive Stock Option Plan.
(1) On March 20, 1995 all Directors of the Corporation as a group
(5) owned beneficially 240,608 shares or 17.6% of the
outstanding Common Stock. This amount includes 30,000 and
45,000 shares granted to Frank L. Driver III and Frank L.
Driver IV, respectively, pursuant to the Driver-Harris
Employee Incentive Stock Option Plan. In addition, Frank L.
Driver III and David A. Driver are co-executors of the estate
of their father, Frank L. Driver Jr., which owns 64,172 shares
or 5% of the outstanding common stock.
The Company has an Audit Committee and a Compensation Committee,
it does not have a Nominating Committee. The Audit Committee, which
held two meetings during 1994, is responsible for the Company's audit
and financial controls. Messrs. Ralph T. Bartlett and H. L. Biggerstaff
are members of the Audit Committee.
The Compensation Committee met in March of 1994. Messrs. David A.
Driver and H. L. Biggerstaff are members of the committee.
The Board of Directors held four meetings during calendar 1994.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
SUMMARY COMPENSATION TABLE
<S> <S> <C> <C> <C>
Long-Term
Annual Compensation
Compensation Awards
------------ --------------
Securities
Name and Principal Underlying All Other
Position Year Salary Options/SARs(#) Compensation(d)
($) ($)
Frank L. Driver III 1994 108,000(a) 0 14,388
Chairman of the 1993 108,000(b) 11,000 2,000
Board of Directors 1992 139,750(c) 19,000 13,975
</TABLE>
(a) Annual Base Salary. In addition, Mr. Driver received $66,534 of
his 1993 salary which had been deferred.
(b) Annual Base Salary. Mr. Driver deferred payment of $88,000 pending
the return of a positive cash flow.
(c) Includes $18,000 applied to the purchase of 3428 shares of Driver-
Harris Company common stock from treasury at the closing market
price on the date of purchase.
(d) Amounts represent the Company's portion of contributions to a
401(k) plan.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
None
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<S> <S> <S> <S>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End(#) FY-End($)
---------------- ----------------
Shares Acquired Exercisable(E)/ Exercisable(E)/
Name on Exercise(#) Unexercisable(U) Unexercisable(U)
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Exercisable options:
F.L.Driver III None 30,000(E) -
</TABLE>
PENSION PLANS
Prior to October 31, 1985, the Company had in effect three trusteed
non-contributory defined benefit pension plans covering substantially
all U.S. employees. The participants had the option of retiring at any
time after reaching the age of 60 and at least 15 years of service. An
actuarially determined reduction is applied for retirement before the
age of 65. The participants also had the option to retire without any
reduction to their pension benefits after 30 years of service. On
October 31, 1985, pursuant to a plan of reorganization, the Company
terminated the three pension plans and so advised the Pension Benefit
Guaranty Corporation.
On November 21, 1986, the Company entered into a compensation
<PAGE>
agreement with Frank L. Driver III, under which Mr. Driver or his estate
will receive an annual payment of $50,000 for a period of fifteen years
after Mr. Driver's retirement or death.
Pursuant to the foregoing arrangements, Mr. Frank L. Driver III
will be entitled to total annual pension benefits of $77,495 upon
retirement at age 65.
COMPENSATION OF DIRECTORS
During 1994, each Director, with the exception of Frank L. Driver
III and Frank L. Driver IV was paid an annual retainer of $5,000, plus
$400 per Board of Directors Meeting and $400 per Audit or Compensation
Committee Meeting.
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISION
The Company has a Compensation Committee of its Board of Directors.
Mr. David A. Driver, a member of the committee is a brother of Frank L.
Driver III, Board Chairman and an uncle of Frank L. Driver IV, President
and Chief Financial Officer.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Board's Compensation Committee reviews the compensation of the
executive officers of the U.S. holding company annually.
The Company's salary policy is to pay a "competitive salary" plus
an incentive bonus based on profit performance in relation to prior
years and in relation to annual budget profit targets.
The Compensation Committee may also take into consideration other
factors including dedication to the job, external factors out of the
control of management, etc.
The Chairman of the Board of Directors received no bonus for 1994
because profit targets were not achieved. In 1993 Frank L. Driver III
and Frank L. Driver IV, at their request, deferred a portion of their
salaries due to negative cash flow conditions. In 1994 Frank L. Driver
IV received his deferred portion. However, Frank L. Driver III only
received $66,534 with a balance still to be paid in 1995 of $21,466.
Compensation Committee
David A. Driver H. L. Biggerstaff
CUMULATIVE TOTAL SHAREHOLDER RETURN FIVE-YEAR COMPARISON
The table below compares the yearly percentage change in the
cumulative total shareholder return, on Driver-Harris (DRH) common
stock, with that of the cumulative total return of The Russell 2000
Stock Index and a Selected Peer Group of companies, for a five-year
measurement period beginning December 31, 1989 and ending on December
31, 1994.
<TABLE>
CUMULATIVE TOTAL SHAREHOLDER RETURN FIVE-YEAR COMPARISON (IN TABLE FORM)
<S> <C> <C> <C> <C> <C> <C>
1989 1990 1991 1992 1993 1994
DRH $100.00 $86.84 $68.42 $53.95 $77.63 $53.95
Russell 2000 100.00 80.49 117.56 139.21 165.52 162.24
Industry Group 100.00 97.18 128.02 135.10 162.76 170.27
</TABLE>
The table assumes $100 invested at the close of trading on December 31,
1989 in Driver-Harris Company (DRH) common stock, RUSSELL 2000 and the
Value Line Metal Fabricating Industry group. (Cumulative total return
assumes reinvestment of dividends.)
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Frank L. Driver III, Chairman of the Company, is a brother of David
A. Driver, a Director, and the father of Frank L. Driver IV, President
of the Company.
On April 7, 1994 (effective March 18, 1994), the Company
restructured its operations and among other things, became the owner of
a fifty percent interest of HAI Holding Company Inc. and indirectly of
Harrison Alloys Inc. (Harrison). In conjunction with this transaction,
Messrs. F. L. Driver III and IV entered into consulting agreements with
Harrison for a five year period under which each is to receive
compensation of $25,000 per year.
COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Officers and Directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities
and Exchange Commission and the American Stock Exchange. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.
<PAGE>
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the
Company believes that during 1994 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten-percent
shareholders were complied with.
INDEPENDENT AUDITORS
The principal independent auditors of the Company for the year
ended December 31, 1994 were Ernst & Young, who will act in that
capacity again in 1995. Services rendered by Ernst & Young included an
audit of the Company's consolidated financial statements and the report
thereon, meetings with the Audit Committee and consultation in
connection with various audit related accounting matters.
A representative of Ernst & Young is expected to be present at the
Annual Meeting with the opportunity to make a statement if he so desires
and to respond to appropriate questions.
As a result of the combination of the resistance wire subsidiaries
with Harrison Alloys Inc., a private company, in March 1994, which
leaves the Company's Irish subsidiary (Irish Driver-Harris Company
Limited) as the major component of its operations after that date, the
registrant's management engaged Ernst & Young as independent auditors
for such subsidiary for 1993, to replace KPMG Stokes Kennedy Crowley who
have resigned as auditors thereof.
In connection with the audits of the financial statement of Irish
Driver-Harris Company Limited for the fiscal year ended November 30,
1992, there have been no disagreements with KPMG Stokes Kennedy Crowley
on any matter of accounting principles or practices, financial statement
disclosure, or any auditing scope or procedure which, if not resolved to
the satisfaction of KPMG Stokes Kennedy Crowley, would have caused them
to make reference to the matter in their report. KPMG Stokes Kennedy
Crowley's report on the financial statement for the year contained no
adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
The Company requested KPMG Stokes Kennedy Crowley to furnish it
with a letter addressed to the SEC stating whether it agrees with the
above statements. A Copy of KPMG Stokes Kennedy Crowley's letter, dated
December 8, 1993, was filed with the SEC as an exhibit to Form 8-K dated
December 10, 1993.
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 1996
Annual Meeting must be received by the Company on or before January 18,
1996 to be considered for inclusion in the Company's proxy statement and
form of proxy relative to the meeting. Such proposals should be sent to
Lavinia Z. Emery, Driver-Harris Company, 308 Middlesex Street, Harrison,
New Jersey 07029.
OTHER MATTERS
Management is not aware of any matters, other than those referred
to above, that may come before the meeting. If any other matters are
properly presented at the meeting for action, it is intended that the
persons named in the proxies will have discretionary authority to vote
on such matters.
Enclosed herewith is the 1994 Annual Report of the Company,
including financial statements for the year ended December 31, 1994.
The Annual Report does not form part of the material for solicitation of
proxies.
The Company's 1994 annual report on Form 10-K, including financial
statements and schedules thereto, but excluding exhibits, as filed with
the Securities and Exchange Commission, may be obtained without charge
by any stockholder upon written request to Lavinia Z. Emery, Secretary,
Driver-Harris Company.
By Order of the Board of Directors
Harrison, New Jersey Lavinia Z. Emery
May 3, 1995 Secretary
<PAGE>
APPENDICES
DRIVER-HARRIS COMPANY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
For Annual Meeting to be held on May 31, 1995 at 11:00 a.m.
The undersigned hereby appoints, Frank L. Driver III and Frank L.
Driver IV and each or either of them, attorneys with powers the
undersigned would possess if personally present to vote all stock of the
undersigned in Driver-Harris Company at the Annual Meeting of its
stockholders, to be held May 31, 1995 and at any adjournment thereof:
(1) For the election of five directors, namely:
Messrs. Ralph T. Bartlett, H. L. Biggerstaff, David A. Driver,
Frank L. Driver III and Frank L. Driver IV
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE, BUT NOT ALL NOMINEES, PLACE A LINE THROUGH THE
NOMINEE'S NAME.
(2) And upon such other matters which may properly come before the
meeting.
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Dated:______________________,1995
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Please sign exactly as name appears
on record. If joint account, each
joint owner must sign.
__
/_/ Kindly check this box if planning to attend the Annual Meeting.
