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
____ by Rule 14a-6(e) (2))
/_ x_/ Definitive Proxy Statement
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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_/ No fee required
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/__/ Fee computed on table below per Exchange Act Rules 14a-6(1) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
(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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
DRIVER-HARRIS COMPANY
308 MIDDLESEX STREET
HARRISON, NEW JERSEY 07029
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 28, 1997
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 28, 1997 at 11:00 A.M., for the purpose of:
1. Electing four 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 30, 1997 will be
entitled to vote at the meeting.
By Order of the Board of Directors:
LAVINIA Z. EMERY
Secretary
Harrison, New Jersey
May 2, 1997
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 28, 1997
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 28, 1997 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 2, 1997.
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 30, 1997 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
1,338,171 shares were outstanding on May 1, 1997 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
(a) Ownership of shares of the Company's Common Stock by certain beneficial
owners as of March 26, 1997
<TABLE>
Name and Address Amount and Nature of Percent of
Of Beneficial Owner Beneficial Ownership Class
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<S> <C> <C>
Estate of Frank L. Driver Jr. 64,172* 4.8
2 Delafield Street
Westhampton Beach, NY
Estate of Frank L. Driver III 66,662** 5.0
98 Old Chester Road
Essex Fells, NJ
Gerhard Haase 120,400 9.0
2306 West Roscoe
Chicago, IL
Mustapha Omar Dimachkie 77,300 5.8
Rue Mme. Curie
Dimachkie Bldg.
Beirut, Lebanon
Frank L. Driver IV 90,018*** 6.5
33 Birdseye Glen
Verona, NJ
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</TABLE>
* All shares held of record and beneficially. As executor of the Estate of
Frank L.Driver Jr., David A. Driver, Chairman of Driver-Harris Company, holds
voting rights to such shares.
** All shares held of record. Does not include 24,154 shares held by Corinne
Driver,his surviving spouse and the mother of Frank L. Driver IV, who
disclaims any beneficial interest in these shares. As co-executor of the
Estate of Frank L. Driver III, Frank L.Driver IV, Director and President,
holds voting rights to such shares.
*** 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 and 5,014 shares held in the Driver-Harris Staff 401-K
Benefit account.
(b) Security ownership of management as of March 26, 1997:
Amount and Nature of Percent of
Title of Class Beneficial Ownership Class
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Driver-Harris Company
Common Stock 263,872* 19.08
* Includes 45,000 shares under options pursuant to the Driver-Harris Employee
Incentive Stock Option Plan and 5,014 shares held in the Driver-Harris Staff
401-K Benefit account.
(c) Management is not aware of any arrangement which may result in a
change in control of the Company.
<PAGE>
ELECTIONS OF DIRECTORS
Four 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 four 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 26, 1997 for each nominee:
<TABLE>
Company
Principal Occupation Common % of
During Last Five Stock Outstanding
Years and other Director Beneficially Common
Name Age Directorships Since Owned(1) Stock
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<S> <C> <S> <C> <C> <C>
Ralph T.
Bartlett 72 Certified Public Accountant. 1985 600 *
Until 1984 a partner of Deloitte
Haskins & Sells (now Deloitte
& Touche ), NY
H. L.
Biggerstaff 70 Retired. Until 1988,
President 1980 2,500 *
Arwood Die Casting Division
of Arwood Corp.
David A.
Driver 58 Chairman of Board of Directors. 1977 39,220 2.9
President, Atlantic Alloys Inc.
manufacturer of bi-metallic
components for temperature
control devices.
Frank L.
Driver IV 36 President and Chief 1993 90,018** 6.5
Executive Officer
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</TABLE>
* Denotes less than 1% of outstanding.
** Includes 45,000 shares under options pursuant to the Driver-Harris
Employee Incentive Stock Option Plan and 5,014 shares included in the Driver-
Harris Staff 401-K Benefit account.
(1) On March 26, 1997 all Directors of the Corporation as a group (4)
owned beneficially 263,172 shares or 19.03% of the outstanding Common Stock.
This amount includes 45,000 shares granted to Frank L. Driver IV pursuant to
the Driver-Harris Employee Incentive Stock Option Plan. Also, Frank L.
Driver IV is co-executor of the estate of his father, Frank L. Driver III,
which owns 66,662 shares or 5.0% of the outstanding common stock. In
addition, David A. Driver is executor of the estate of his father, Frank L.
Driver Jr., which owns 64,172 shares or 4.8% 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 1996, 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 1996. Messrs. David A. Driver
and H. L. Biggerstaff are members of the Committee.
The Board of Directors held five meetings during calendar 1996.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
<TABLE>
Long-Term
Annual Compensation
Compensation Awards
Securities Underlying All Other
Name and Principal
Position Year Salary Options/SARs Compensation(c)
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($) (#)
<S> <C> <C> <C> <C>
Frank L. Driver IV 1996 100,500(a) 0 10,731
President 1995 104,000(b) 0 9,200
</TABLE>
(a) Annual base salary, however, also received $12,000 deferred 1995
compensation during this period.
(b) Annual base salary, however, $12,000 was deferred until 1996.
(c) Amount represents the Company's portion of contributions to a 401(k)
plan.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
None.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUES
<TABLE>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End(#) FY-End($)
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Shares Acquired Exercisable(E)/ Exercisable(E)/
Name On Exercise(#) Unexercisable(U) Unexercisable(U)
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Exercisable options:
<S> <S> <C> <S>
Frank L.
Driver IV None 45,000(E) --
</TABLE>
PENSION PLANS
On November 21, 1986, the Company entered into a compensation agreement
with Frank L. Driver III, under which Mr. Driver or his spouse would receive
an annual payment of $50,000 for a period of fifteen years after Mr. Driver's
retirement or death. On November 20, 1995, the Board of Directors approved
changing the period to twenty years and the addition of a contingent payment
to this agreement whereby in years where the profit of the Company exceeds
$500,000 before income taxes and before this payment, the $50,000 amount will
be supplemented by an amount based on a formula encompassing total retirement
payments, adjusted annually for the Consumer Price Index. This addition is
expected to result in a further increase of pension payments in years
earned of approximately $15,000. This amount is now payable to Corinne F.
Driver, spouse of Frank L. Driver III, deceased.
<PAGE>
COMPENSATION OF DIRECTORS
During 1996, each Director, with the exception of Frank L. Driver IV, was
paid an annual retainer of $6,000, plus $600 per Board of Directors Meeting
and $400 per Audit or Compensation Committee Meeting. In addition, each
Director received 500 shares of Driver-Harris Company stock, valued at $8.25
per share for a total of $4,125 in 1996.
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The Company has a Compensation Committee of its Board of Directors. Mr.
David A. Driver, a member of the Committee is an uncle of Frank L. Driver IV,
President and Chief Executive 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. Incentive bonuses were paid for 1995 in
1996 to Frank L. Driver IV and Lavinia Z. Emery.
The Compensation Committee may also take into consideration other factors
including dedication to the job, external factors beyond the control of
management, etc.
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,
1991 and ending on December 31, 1996.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996
DRH 100.00 78.85 113.46 78.84 90.38 135.58
Russell 2000 100.00 118.41 140.80 138.01 177.26 206.48
Industry Group 100.00 105.42 127.35 132.97 178.20 221.44
</TABLE>
The table assumes $100 invested at the close of trading on December 31, 1991
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
David A. Driver, Chairman of the Company is the uncle of Frank L. Driver IV,
President.
In 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 would
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.
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 1996 all Section 16(a) filing requirements applicable
to its officers, directors and greater than ten-percent shareholders were
complied with.
<PAGE>
INDEPENDENT AUDITORS
The principal independent auditors of the Company for the year ended December
31, 1996 were Ernst & Young LLP, who will act in that capacity again in 1997.
Services rendered by Ernst & Young LLP 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 accounting and
audit related matters.
A representative of Ernst & Young LLP 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.
STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 1998 Annual Meeting
must be received by the Company on or before January 16, 1998 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,
Secretary, 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 1996 Annual Report of the Company, including
financial statements for the year ended December 31, 1996. The Annual
Report does not form part of the material for solicitation of proxies.
The Company's 1996 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 2, 1997 Secretary
<PAGE>
DRIVER-HARRIS COMPANY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
For Annual Meeting to be held on May 28, 1997 at 11:00 a.m.
The undersigned hereby appoints, Frank L. Driver IV and David A. Driver 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 28, 1997
and at any adjournment thereof:
(1) For the election of four directors, namely:
Messrs. Ralph T. Bartlett, H. L. Biggerstaff, David A. Driver
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.
_____________________________
Dated:______________________1997 _____________________________
Please sign exactly as name appears
on record. If joint account, each
joint owner must sign.
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/_/ Kindly check this box if planning to attend the Annual Meeting
