DEFINITIVE COPY OF INFORMATION STATEMENT
As filed with Securities and Exchange Commission on November 28, 1997
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:[nk]
[ ] Preliminary Information Statement
[X] 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)
Payment of Filing Fee (Check the appropriate box):[nk]
No filing fee for this registered investment company is required by reason of
the EDGAR amendments and Rule 301 of Regulation S-T.
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF NRM INVESTMENT COMPANY
for
December 18, 1997
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, 1997 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 28, 1997.
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 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 Trust
Company. 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
<TABLE>
<CAPTION>
Percentage of
Name and address No. of Shares Ownership
- ---------------- ------------- -------------
<S> <C> <C>
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
Joseph V. Somers 235,055 5.5%
1518 Mt. Pleasant Road
Villanova, PA 19085
Thomas F. Kilcullen, Jr. 200,000 4.6%
4 Carriage Way
Berwyn, PA 19312
George W. Connell 149,799 3.5% (1)
#2 Radnor Corporate Center
100 Matsonford Road
Radnor, PA 19087
</TABLE>
Table II
<TABLE>
<CAPTION>
Principal Occupation
Position During Past
Name with Registrant Five Years
- ---- --------------- --------------------
<S> <C> <C>
(2) 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 Direc-
tor of National
</TABLE>
______________
(1) In the most recently completed fiscal year, Mr. Connell purchased, at
net asset value, 100,000 shares of the Company from the portfolio of a
deceased shareholder for the consideration of $372,000.
(2) 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.
<PAGE>
<TABLE>
<S> <C> <C>
Rolling Mills Co.
75 years old.
Joseph V. Somers Director Presently retired;
former President of
Somers Construction
Company and Vice
President of Indus-
trial Lift Truck Co.
76 years old.
Francis J. Rainer Director President of Rainer
& Company a Profess-
ional Corporation.
He is also Vice-
Chairman of the
Board of Delaware
Valley Savings Bank.
74 years old.
Thomas F. Kilcullen, Jr. Director Presently retired;
Treasurer, and former Vice Presi-
Secretary dent, Treasurer
and Secretary of
National Rolling
Mills Inc. since
August 1979. Prior
thereto, he was Vice
President and Treas-
urer of National
Rolling Mills Co.
67 years old.
(1) George W. Connell President, Director
and sole shareholder
of Rittenhouse Trust
Company, the invest-
ment advisor; Chief
Investment Officer
of Rittenhouse Finan-
cial Securities,
a register brokerage
dealer. 62 years old.
</TABLE>
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(1) See note 2 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, 1997 was sent
to shareholders of record on September 19, 1997; the Board and a representative
of the Company's investment advisor will be present 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
<PAGE>
on October 31, 1997.(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
Further Employment of Officers, Etc.
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.
III
Reemployment of Advisor
From December 9, 1992 through July 15, 1997 Rittenhouse Financial
Services, Inc. ("RFS") served as the Company's investment advisor. On September
1, 1997 RFS was acquired by the John Nuveen Company. 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 is qualified to act as
an investment advisor for the Company
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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.
<PAGE>
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 Rittenhouse Trust Company. Through
its own activities and that of its related companies, Rittenhouse Trust Company
provides advisory, brokerage and other financial services to individual and
institutional clients. The offices of the advisor are at No. 2 Radnor Corporate
Center, 100 Matsonford Road, Radnor, Pa. 19087.
Rittenhouse Trust Company 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. RTC'S
officers have had 18 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. RTC also is advisor to
Shepmeyers Investment Company, a mutual fund having a
<PAGE>
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 RTC. The reemployment of the advisor need not be submitted to the
vote of security holders. Nevertheless it is the Company's policy to review the
advisor's qualifications periodically. The last submission of the advisory
contract to the shareholders was at the 1996 annual meeting taking place on
December 19, 1996. 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 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.
<PAGE>
Action by the Shareholders
Tabulation of Shareholders
There are, as of the November 20, 1997 record date, 4,287,198 outstanding
shares of the Company, held in one class by 116 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
<PAGE>
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.
II
Reemployment of Auditors
The board has reviewed the performance of Beard & Company, Inc. Reading,
Pennsylvania, as the Company's auditors for the fiscal year ending August 31,
1997 and will recommend to the shareholders that the firm be re-employed as the
auditors for the fiscal year ending August 31, 1998.
The Company will entertain any other business which is properly
presented to the shareholders.
Edward Fackenthal
Assistant Secretary
