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PRELIMINARY COPY OF INFORMATION STATEMENT
As filed with Securities and Exchange Commission on November 18, 2000
Registration No. 2-66073
SECUIRTIES 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 the appropriate box:
{X} Preliminary Information Statement
{ } Definitive Information Statement
_____ NRM INVESTMENT COMPANY _________________________________________________
(Name of Registrant As Specified In Charter)
_____ Edward Fackenthal, Assistant Secretary
(Name of Person Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
No filing fee for this registered investment company is required by
reason of the EDGAR amendments and Rule 301 of Regulation S-T.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF NRM INVESTEMENT COMPANY
For
December 19, 2000
The annual meeting of shareholder of NRM Investment Company is to be
held at Philadelphia Country Club, Spring Mill Road, Gladwyne, Pennsylvania, on
December 19, 2000 at 9:00 a.m.
Inquiries about the agenda for the meeting should be addressed to the
Company's principal executive offices at Suite 112, Building 1, 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 reord an November 29, 2000.
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. In addition to retaining that position, he will be
nominated to the board to succeed to the office of Treasurer to fill the vacancy
created by the recent death of Thomas F. Kilcullen, Jr. Board member Francis J.
Rainer will be nominated to the board to succeed to the office of Secretary, a
position also left vacant by Mr. Kilcullen's death. George W. Connell is the
principal officer of the Company's investment advisor,
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Rittenhouse Trust Company. 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.
Information for Table I regarding the shares these individuals own was
furnished by Promistar Trust Company, Johnstown 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
---------------- ------------- -------------
John H. McCoy 2,817,680 66.0%
1010 Broadmoor Road
Bryn Mawr, PA 19101
Francis J. Rainer 240,000 5.6%
2 Campus Blvd.
Newtown Square, PA 19073
Joseph V. Somers 235,057 5.5%
1518 Mt. Pleasant Road
Villanova, PA 19085
Estate of
Thomas F. Kilcullen, Jr. 200,000 4.7%
4 Carriage Way
Berwyn, PA 19312
George W. Connell 153,511 3.6%
#2 Radnor Corporate Center
100 Matsonford Road
Radnor, PA 19087
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Table II
<TABLE>
<CAPTION>
Principal Occupation
Position During Past
Name with Registrant Five Years
---- --------------- --------------------
<S> <C> <C>
John H. McCoy(1) 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. 78 years old.
Joseph V. Somers Director Presently retired;
former President of
Somers Construction
Company and Vice
President of
Industrial Lift
Truck Co. 79 years old.
Francis J. Rainer Director President of Rainer
& Rainer Company a
Professional
Corporation. He is
also a former Vice-
Chairman of the
Board Delaware
Valley Savings Bank.
77 years old.
</TABLE>
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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,, and its chief executive officer and controls of the
company. Mr. Connell is the principal of the investment advisor for the
Company and owns 3% of the Company's stock.
(2) See prior footnote.
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<TABLE>
<S> <C> <C>
George W. Connell(2) President, Director
and sole shareholder
of Rittenhouse Trust
Company, the investment
advisor; Chief Investment
Officer of Rittenhouse
Financial Securities, a
register brokerage
dealer. 64 years old.
</TABLE>
Note: There is currently a vacancy on the Board of Directors due to the recent
death of Thomas F. Kilcullen, Jr. Mr. Kilcullen was the secretary and treasurer
of the Company. The vacancy is expected to be filled at the forthcoming annual
shareholders' meeting.
The officers and directors are not compensated by the Company except for $400
per directors' meeting attended. During the fiscal year ending August 31, 2000
there were four quarterly meetings and one special meeting. All of the directors
attended at least two of the four quarterly meetings and four attended the one
special meeting. The Company has no audit, compensation, or nomination
committees. It has no underwriter.
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, 2000 was
sent to shareholders of record on October 3, 2000; 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
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Securities and Exchange Commission on October 29, 2000.(3) 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 appoint (1) John H. McCoy, Jr. to the position
of treasurer in addition to his present position as president; (2) Francis J.
Rainer 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 for the ensuing
year. Although the custodian and transfer agent will remain the same, it has
changed its name from Laurel Trust Company to Promistar Trust Company.
B
Action by the Shareholders
Tabulation of Shareholders
There are, as of the record date, 4,287,452 outstanding shares of the
Company, held in one class by 137 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:
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(3) 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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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, and George W. Connell,
and new board member James Fisher. Mr. Fisher resides at 1210 Rock Creek Road,
Gladwyne, Pa., is retired as an officer of National Rolling Mills, 79 years old,
and currently owns one share. 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 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 revised the performance of Beard & Company, Inc. Reading,
Pennsylvania, as the Company's auditors for the fiscal year ending August 31,
2000 and will recommend to the shareholders that the firm be re-employed as the
auditors for the fiscal year ending August 31, 2001.
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 under the Investment Advisors Act and the
Investment Company Act. The assignment did not result in a change of actual
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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 Suite 450, No. 3 Radnor Corporate Center, 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 19 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.
Based upon the foregoing, the Board, has fully satisfied itself with
the qualities of RTC. The last submission of the advisory contract to the
shareholders (with RFS) was at the 1999 annual meeting taking place on December
16, 1999. The Board again submits the advisory contract to the shareholders. 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.
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IV
No Change in Investment Policy
The Board will report to the shareholders that although the Company has
the authority to invest up to one-half of its funds in securities other than
municipal bonds, for the foreseeable future, it intends to stay fully invested
in municipal bonds except for short term cash position.
The Company will entertain any other business which is properly
presented to the shareholders.
Edward Fackenthal
Assistant Secretary
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