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PRELIMINARY COPY OF INFORMATION STATEMENT
As filed with Securities and Exchange Commission on November 18, 1996
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:
[x] Preliminary Information Statement
[ ] 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)
No filing fee for this registered investment company is required by reason
of the amendment to EDGAR Filer Manual and Rule 301 of Regulation S-T for
filings after October 7, 1996.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF NRM INVESTMENT COMPANY
for
December 19, 1996
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 19, 1996 at 9:00 a.m.
Inquires about the agenda for the meeting should be addressed to the
Company's principal executive offices at Suite 112, Building 3, 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 November 29, 1996.
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.
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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 and President, and Thomas F. Kilcullen, Jr. is Treasurer and Secretary.
George W. Connell is the principal officer of the Company's investment advisor,
Rittenhouse Financial Services, Inc. Messrs. McCoy, Somers and Rainer have been
directors of the Company since its inception as an investment company in 1979.
Mr. Kilcullen has been a director since December, 1990 and Mr. Connell, since
December 1992.
Information for Table I regarding the shares these individuals own was
furnished by Investors Trust Company, Wyomissing, Pa., the Company's
Administrator, transfer agent and provider of certain other services.
The Company has issued one class of stock.
Table I
Percentage of
Name and address No. of Shares Ownership
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John H. McCoy 2,817,680 66.0%
1010 Broadmoor Road
Bryn Mawr, Pa 19010
Francis J. Rainer 240,000 5.6%
2 Campus Blvd.
Newtown Square, Pa., 19073
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Joseph V. Somers 235,055 5.5%
1518 Mt. Pleasant Road
Villanova, PA 19085
Thomas F. Kilcullen, Jr. 200,000 4.7%
4 Carriage Way
Berwyn, PA 19312
George W. Connell 149,799 3.5%
#2 Radnor Corporate Center
100 Matsonford Road
Radnor, PA 19087
Table II
Principal Occupation
Position During Past
Name with Registrant Five Years
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(1) John H. McCoy Director, Presently retired;
President former President
of National Rolling
Mills, Inc., a steel
rolling plant, since
August 1979. Prior
thereto, he was
President and Director
of National Rolling Mills Co.
74 years old.
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(1) John H. McCoy and George W. Connell are "interested" directors as defined
in the Investment Company Act of 1940. Mr. McCoy owns 66% 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.
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Joseph V. Somers Director Presently retired;
former President of
Somers Construction
Company and Vice President
of Industrial Lift Truck Co.
75 years old.
Francis J. Rainer Director President of Rainer
& Company a Professional
Corporation. He is also Vice-
Chairman of the Board of
Delaware Valley Savings Bank.
73 years old.
Thomas F. Kilcullen, Jr. Director Presently retired;
Treasurer, and former Vice President,
Secretary Treasurer and Secretary of
National Rolling Mills Inc.
since August 1979. Prior
thereto, he was Vice
President and Treasurer of
National Rolling Mills Co.
66 years old.
(1) George W. Connell President, Director and sole
shareholder of Rittenhouse
Financial Service, the Company's
investment advisor; President
and director of Rittenhouse
Financial Securities, a register
brokerage dealer; President,
Director and sole shareholder
of Rittenhouse Trust Company
a Commercial Bank and Trust Co.
61 years old.
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(1) See note 1 on prior page.
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The officers and directors are not compensated by the Company except for
$250 per directors meeting attended. All of the directors attended at least
three of the four quarterly meetings in the last fiscal year. The Company has no
audit, compensation, or nomination committees.
The Agenda for the Meeting
A
Announcements to the Shareholders
The following are items of information expected to be announced to the
shareholders; no action will be required by them.
I
Annual Report
The Company's annual report for the year ending August 31, 1996 was sent to
shareholders of record on October 30, 1996; the board and a representative of
the Company's investment advisor will be present to discuss the contents of the
report with the shareholders. Any shareholder who wishes will have the
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opportunity to make statement should he or she desire. No representative of the
present or previous public accountant is expected to be present. The report was
also contained in the Registration Statement filed with the Securities and
Exchange Commission on October 30, 1996.(1) 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.
II
Management will recommend to the Board, and the Board, if accepted, will
announce its resolution to continue with the employment of present officers,
counsel, custodian, transfer agent, and books and records administrator for the
ensuing year.
B
Action by the Shareholders
Tabulation of Shareholders
There are, as of the November 29, 1996 record date, 4,283,680
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(1) The Company hereby requests the Securities and Exchange Commission to
treat the report as a part of this information statement, and incorporates it
herein by reference.
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outstanding shares of the Company, held in one class by 117 shareholders. Each
share is entitled to one vote. At the meeting, the Secretary shall tabulate the
number of shareholders present at the meeting and 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 the existing board of John
H. McCoy, Joseph V. Somers, Francis J. Rainer, Thomas F. Kilcullen, Jr. and
George W. Connell. 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.
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II
Employment of Auditors
Ernst & Young, LLP, a firm of independent auditors, Reading, Pennsylvania,
was the Company's auditors for the fiscal period ending August 31, 1996 and for
at least the two most recently concluded fiscal years preceding fiscal 1996.
Ernst & Young resigned its position effective as of August 31, 1996 and,
retroactive to the same date, the Company's Board of Directors, acting at its
September 19, 1996 regular meeting, appointed Beard & Company, Inc. with offices
at One Park Plaza, P.O. Box 311, Reading, Pennsylvania, 19603 as independent
auditor for the current fiscal year. The decision to change auditors related
solely to the cost of providing auditing services for the current year, and not
to a disagreement of any other kind.
There will be placed before the shareholders a motion to ratify the action
of the Board of Directors at their September 19, 1996 meeting to employ Beard &
Company for the current fiscal year.
III
Reemployment of Advisor
Since December 9, 1992, Rittenhouse Financial Services, Inc. (RFS) has
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served as the Company's investment advisor. RFS was organized in 1979 by George
W. Connell, a 1958 graduate of the University of Pennsylvania and former first
Vice President of Drexel Burnham Lambert, Incorporated. He is president, a
director and sole shareholder of RFS, and president and director of Rittenhouse
Trust Company (a commercial bank and trust company) and Rittenhouse Financial
Securities (a registered broker dealer) which is a subsidiary of Rittenhouse
Trust Company. Through its own activities and that of its related companies, RFS
provides advisory, brokerage and other financial services to individual and
institutional clients. The offices of the parent company are at No. 2 Radnor
Corporate Center, 100 Matsonford Road, Radnor, Pa. 19087.
The directors of RFS, in addition to George Connell, are David M. Robinson,
an RFS employee, and Bruce A. Rosenfield, counsel. They may be contacted at the
offices of RFS.
Heretofore, RFS 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. RFS has 17 years of
experience in managing or advising clients' fixed income assets as well as a
long history of working with the Company. Its experience of trading with a wide
variety of Wall Street firms
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gives the Board a broad view of trading effectiveness. It can leverage its
current duties as a manager or advisor to over $l billion of fixed income assets
which is useful in advising the Company. 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. RFS also is advisor to
Shepmeyers Investment Company, a mutual fund having a portfolio of approximately
$15,000,000 invested, in short term municipal bonds.
Based upon the foregoing, the Board, has fully satisfied itself with the
qualities of RFS and will recommend to the shareholders that the firm be
re-employed as the advisor for the calendar year ending December 31, 1997.
The reemployment of the advisor need not be submitted to the vote of
security holders; nevertheless it is the Company's policy to do so, yearly.
Should the security holders reject the Board's recommendation, other advisors
will be sought. 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 ex-
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pected 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.
The Company will entertain any other business which is properly presented
to the shareholders.
Edward Fackenthal
Assistant Secretary
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