<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STTATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
IEH CORPORATION
-----------------------------------------------
(Name of the Corporation as Specified in Charter)
ROBERT KNOTH, SECRETARY
---------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box)
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14A-6(i)(3)
/ / Fee computed on table below per Exchange Act Rule 14a-6(i)(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:
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
/ / Fee paid previously with preliminary materials.
/ / 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 form or schedule and the date of
filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Dated filed:
<PAGE> 2
IEH CORPORATION
140 58TH STREET
BLDG. B, SUITE 8E
BROOKLYN, NEW YORK 11220
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 22, 1995
-------------------
To the Shareholders of
IEH CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of IEH
CORPORATION (the "Corporation") will be held at 140 58th Street, Bldg. B, Suite
8E, Brooklyn, New York 11220 on December 22, 1995 at 9:30 a.m., New York time,
for the following purposes:
1. To elect two (2) Directors to the Corporation's Board of
Directors to hold office for a period of two years or until
their successors are duly elected and qualified;
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The close of business on November 21, 1995 has been fixed as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, please complete, date and sign the accompanying proxy and
return it promptly in the enclosed envelope to assure that your shares are
represented at the meeting. If you do attend, you may revoke any prior proxy
and vote your shares in person if you wish to do so. Any prior proxy will
automatically be revoked if you execute the accompanying proxy or if you notify
the Secretary of the Corporation, in writing, prior to the Annual Meeting of
Shareholders.
By Order of the Board of Directors
ROBERT KNOTH,
Secretary
Dated: November 27, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE> 3
IEH CORPORATION
140 58TH STREET
BLDG. B, SUITE 8E
BROOKLYN, NEW YORK 11220
-------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 22, 1995
-------------------------------
This proxy statement and the accompanying form of proxy have been
mailed on or about November 27, 1995 to the Common Stock shareholders of record
on November 21, 1995 (the "Record Date") of IEH CORPORATION, a New York
corporation (the "Corporation") in connection with the solicitation of proxies
by the Board of Directors of the Corporation for use at the Annual Meeting of
shareholders to be held on December 22, 1995 at 9:30 a.m. at the Corporation's
offices at 140 58th Street, Brooklyn, New York, and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of the Corporation's Common Stock represented by an effective
proxy in the accompanying form will, unless contrary instructions are specified
in the proxy, be voted (i) FOR the election of the two persons nominated by the
Board of Directors as Directors; and (ii) To transact such other business as
may properly come before the Annual Meeting or any adjournment thereof.
Any such proxy may be revoked at any time before it is voted. A
shareholder may revoke this proxy by notifying the Secretary of the Corporation
either in writing prior to the Annual Meeting or in person at the Annual
Meeting, by submitting a proxy bearing a later date or by voting in person at
the Annual Meeting. Directors shall be elected by a plurality of the votes
cast at a meeting of the shareholders by the holders of shares entitled to vote
in the election. An affirmative vote of a majority of the votes cast at the
meeting is required for approval of all other items being submitted to the
shareholders for their consideration. The term votes cast is defined as the
votes actually cast for or against the resolution. A shareholder, not present
at the Annual Meeting, voting through a proxy, who abstains from voting on any
matter which is submitted to the shareholders for a vote, including the
election of Directors, is considered to be present at the meeting for the
purpose of establishing a quorum, however, the shares are not counted as being
voted for or against the matter submitted.
<PAGE> 4
The Corporation will bear the cost of the solicitation of proxies by
the Board of Directors. The Board of Directors may use the services of its
Executive Officers and certain Directors to solicit proxies from shareholders
in person and by mail, telegram and telephone. Arrangements may also be made
with brokers, fiduciaries, custodians, and nominees to send proxies, proxy
statements and other material to the beneficial owners of the Corporation's
Common Stock held of record by such persons, and the Corporation may reimburse
them for reasonable out-of-pocket expenses incurred by them in so doing.
The Annual Report to shareholders for the fiscal year ended March 31,
1995, including financial statements, accompanies this proxy statement.
The principal executive offices of the Corporation are located at 140
58th Street, Bldg. B, Suite 8E, Brooklyn, New York 11220; the Corporation's
telephone number is (718) 492-4440.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Corporation has selected Jerome
Rosenberg, P.C., Certified Public Accountant, as the independent auditor of the
Corporation for the fiscal year ending March 31, 1996. Shareholders are not
being asked to approve such selection because such approval is not required.
The audit services provided by Jerome Rosenberg, P.C. consist of examination of
financial statements, services relative to filings with the Securities and
Exchange Commission, and consultation in regard to various accounting matters.
Jerome Rosenberg, P.C. or a member of his firm is expected to be present at the
meeting, will have the opportunity to make a statement if he so desires, and
will be available to respond to appropriate questions.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Corporation's
Common Stock, $.50 par value. The presence, in person or by proxy, of a
majority of shares entitled to vote will constitute a quorum for the meeting.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to shareholders. The close of business on November 21, 1995 has been
fixed as the Record Date for the determination of the shareholders entitled to
notice of and to vote at the meeting and any adjournment thereof. At that
date, 2,303,502 shares of Common Stock were outstanding. Voting of the shares
of Common Stock is on a non-cumulative basis.
The following table sets forth certain information as of November 21,
1995 with respect to each Director, each nominee for election as Director, each
officer and all Directors and Officers as a group, and the persons (including
any "group" as that term is used in Section l3(d)(3) of the Securities Exchange
Act of l934), known by the Corporation to be the beneficial owner of more than
five (5%) percent of the Corporation's Common Stock:
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<PAGE> 5
<TABLE>
<CAPTION>
Amount of and Nature
Name and Address of of Beneficial
Title of Class Beneficial Owner Ownership Percentage of Class
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock $.50 Michael Offerman 399,784(1) 17.4%
Par Value 140 58th Street
Brooklyn, NY 11220
Murray Sennet 24,500 1.1%
1900 Manor Lane
Plano, TX 75093
Allen Gottlieb 82,300 3.6%
50 Charles Lindberg
Blvd
Uniondale, NY 11553
Robert Pittman 20,000 *
45 Ocean Avenue
Monmouth Bch, NJ
07750
Gerard Deiss 547,000(2) 23.7%
16 Rue De La Mart
Chartreuil
6-68 490
Mere Par Montfort
L'Amaury, France
David Lopez and 278,000 12.1%
Nancy Lopez
Edge of Woods
P.O. Box 323
Southhampton, NY 11968
All Officers & 526,584 22.9%
Directors as a Group
(4 in number)
</TABLE>
- ----------------------------
* Less than 1%.
(1) 43,600 shares of Common Stock are jointly owned by Mr. Offerman and
his wife, Gail Offerman.
(2) These shares are beneficially owned by Mr. Deiss through a
Liechtenstein trust.
3
<PAGE> 6
CERTAIN REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and officers and persons who own, directly or
indirectly, more than 10% of a registered class of the Corporation's equity
securities, to file with the Securities and Exchange Commission ("SEC") reports
of ownership and reports of changes in ownership of Common Stock of the
Corporation. Officers, directors and greater than 10% shareholders are
required to furnish the Company with copies of all Section 16(a) reports that
they file. Based solely on review of the copies of such reports received by
the Company, the Company believes that filing requirements applicable to
officers, directors and 10% shareholders were complied with during the fiscal
year except by Allen Gottlieb, who did not timely file a Form 4 report.
It is expected that the following will be considered at the meeting
and action taken thereon:
I. ELECTION OF DIRECTORS
The Corporation's Certificate of Incorporation provides that the
Directors of the Corporation are to be elected in two (2) classes each class to
be elected to a staggered two (2) year term. The Board of Directors currently
consists of five (5) members divided into two (2) classes. Each class has
three (3) members, but as a result of the resignation of Howard Bernstein on
November 1, 1993, the class of Directors' whose terms expire at the Annual
Meeting has one (1) vacancy. Under the Corporation's By-Laws, the Board of
Directors is authorized to fill all vacancies. The Board has not decided to
fill the vacancy created by Mr. Bernstein's resignation. The members of each
class are elected for a staggered term of two (2) years each and until their
successors are duly elected and qualified.
The affirmative vote of a plurality of the votes cast at a meeting of
the shareholders by the holders of shares of Common Stock entitled to vote in
the election is required to elect each Director. All proxies received by the
Board of Directors will be voted for the election as Directors of the nominees
indicated below if no direction to the contrary is given. In the event any
nominee is unable to serve, the proxy solicited hereby may be voted, in the
discretion of the holder of the proxy, for the election of another person in
his stead. The Board of Directors knows of no reason to anticipate this will
occur. No family relationships exist between any Director or nominee for
election as a Director.
The persons nominated for election to the Corporation's Board of
Directors at the Annual Meeting are Robert Pittman and Allen B. Gottlieb. All
of such persons currently serve on the Board of Directors.
The following table sets forth certain information as of the date
hereof with respect to all of the Directors of the Corporation, including its
two (2) nominees for election to the Corporation's Board of Directors at the
1995 Annual Meeting. The information provided below indicates those Directors
whose term of office expires at the Annual Meeting and those Directors
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<PAGE> 7
whose term of office expires in 1996. The Directors whose terms of office
expire at the Annual Meeting are those Directors nominated for election at the
Annual Meeting.
<TABLE>
<CAPTION>
Director Position with
Name Since Age Corporation Term Expires
---- ----- --- ----------- ------------
<S> <C> <C> <C> <C>
Michael Offerman 1973 54 Chairman of the Board of 1996
Directors and President
Ralph Acello 1988 58 Vice President - 1996
Production and Director
Murray Sennet 1970 72 Director 1996
Robert Pittman 1987 70 Director 1995
Allen B. Gottlieb 1991 54 Director 1995
- --------------------
</TABLE>
Michael Offerman has been a member of the Corporation's Board of
Directors since 1973. In May, 1987, Mr. Offerman was elected President of the
Corporation and has held that position since that date. Prior to his becoming
President, Mr. Offerman served as Executive Vice-President of the Corporation.
Ralph Acello has been a member of the Corporation's Board of Directors
since 1988. In August, 1984, Mr. Acello was elected the Corporation's
Vice-President of Production and has held the position since that date.
Murray Sennet has been a member of the Corporation's Board of
Directors since 1968. Mr. Sennet was the Secretary and Treasurer of the
Corporation at the time of his retirement in April, 1986.
Allen Gottlieb (NOMINEE) has been a member of the Corporation's Board
of Directors since 1992. Mr. Gottlieb has been an attorney in private practice
in New York City for over five (5) years.
Robert Pittman (NOMINEE) has been a member of the Corporation's Board
of Directors since 1987. Mr. Pittman retired in October 1992, at which time he
had held the position of Vice-President of Engineering and Secretary of the
Corporation.
Significant Employees
Robert Knoth joined the Corporation as Controller in January, 1990 and
was elected Treasurer of the Corporation in March, 1990. Mr. Knoth was elected
as Secretary of the
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<PAGE> 8
Corporation in September 1992 and Mr. Knoth has held these positions since said
dates. From 1986 to January, 1990, Mr. Knoth was employed as Controller by G&R
Pruss, Inc., a company engaged in the business of manufacturing truck bodies
and accessories.
Thomas Hunt is the Director of Quality Control, a position he has held
since October, 1992. Mr. Hunt joined the Corporation in 1987 as the Laboratory
Director and Senior Inspector and held such positions until his promotion in
October, 1992.
Joan Prideaux joined the Company in July, 1995 as its National Sales
Manager. Prior to such time Ms. Prideaux was employed as an account executive
at Viking Connectors.
BOARD MEETINGS, COMMITTEES AND COMPENSATION
The Corporation does not have any nominating, audit or compensation
committee of the Board of Directors. Each Director receives an annual fee of
$1,000 for serving as a member of the Board of Directors each fiscal year. The
$1,000 fee is paid in December of each year. Other than the fee paid Mr.
Offerman the fee for December 1994 has not been paid to date.
During the fiscal year ended March 31, 1995, two (2) meetings of the
Board of Directors by telephone conference was held and action was taken on two
(2) occasion by unanimous written consent of the Board of Directors in lieu of
a meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES FOR
DIRECTOR.
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<PAGE> 9
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth below the summary compensation paid or
accrued by the Corporation during the fiscal years ended March 31, 1995, April
1, 1994 and March 26, 1993, for the Corporation's Chief Executive Officer:
<TABLE>
<CAPTION>
Other Annual
Name and Principal Position Year Salary Bonus Compensation(1)
--------------------------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Michael Offerman, Chief March 31, 1995 $86,875 - 1,000
Executive Officer, President(2) April 1, 1994 85,000 - 1,000
March 26, 1993 86,408 - 1,000
- -----------------------------------
</TABLE>
(1) Represents a Director's fee of $1,000 per annum for service on the
Board of Directors.
(2) During the years ended March 31, 1995, April 1, 1994 and March 26,
1993, the Corporation provided automobile allowances or the use of
Corporation-owned vehicles to Mr. Offerman. This does not include the
aggregate incremental cost to the Corporation of such automobile or
automobile allowances. The Corporation is unable to determine without
unreasonable effort and expense the specific amount of such benefit,
however, the Corporation has concluded that the aggregate amounts of
such personal benefit for Mr. Offerman does not exceed $25,000 or 10%
of the compensation reported as total salary and bonus reported.
Effective January 1, 1995, Mr. Offerman entered into an employment
agreement with the Company to increase his salary to $100,000 per
annum. Mr. Offerman has agreed that, not withstanding the terms of
his new employment agreement, he would be paid at the rate of $86,875
until October 20, 1995. See "Employment Agreements".
No other officer of the Corporation received compensation (salary and bonus) in
excess of $100,000 during the fiscal year ended March 31, 1995.
Pension/Benefit Incentive Plan
In 1964, the Corporation's Shareholders and Board of Directors adopted
a contributory pension plan (the "Plan") effective April 1, 1964, for salaried
employees of the Corporation. The Plan as revised on April 1, 1987, provides
for retirement benefits for qualified employees upon or prior to retirement.
For early retirement, employees are eligible to receive a portion of their
retirement benefits, starting 10 years prior to the employees anticipated
normal retirement date (age 65), if the employee has completed 15 years of
service to the Corporation.
7
<PAGE> 10
The employee is eligible to receive reduced retirement benefits based on an
actuarial table for a period not exceeding ten (10) years or his lifetime. In
no event will benefits exceed $12,000 per year.
For normal retirement at the age of sixty-five (65) the employee is
entitled to receive full retirement benefits for a period not exceeding ten
(10) years or his lifetime. If the employee should die prior to the ten year
period, his beneficiaries will continue to receive the full benefit for the
remainder of the ten year term. In no event will benefits exceed $12,000 per
year.
If payment is made on the "joint and survivor basis" as elected by the
employee, benefits will be provided to both the employee and spouse on a
reduced basis over the life of both the employee and his spouse. If the
employee should die prior to the guaranteed ten year period, the spouse will
receive the employee benefit for the remainder of the term, after which, the
spouse will receive the reduced spousal benefit for the life of the spouse. In
no event will the benefits pursuant to the joint and survivor basis exceed
$12,000 per year.
In June, 1995, the Company applied to the Pension Benefit Guarantee
Corporation for a distress termination of the Plan. The Company is awaiting a
decision from the PBGC.
Under an agreement dated June 16, 1978, the Corporation entered into a
retirement compensation agreement with Michael Offerman, which provides that
upon reaching the age of 65, or the earlier of death, total disability, or
employment termination by mutual consent, Michael Offerman or his beneficiary
would be entitled to retirement payments of $30,000 per year for a period of
five years.
On April 8, 1986, the Board of Directors granted to Mr. Murray Sennet,
a supplemental pension, effective upon his retirement on April 11, 1986, in the
amount of $600 per month, which pension is to continue for a period of the
earlier of ten (10) years or, the death of Mr. Sennet.
Employment Agreements
In August, 1995, the Board of Directors approved the terms of an
employment agreement with Michael Offerman, its President and Chairman of the
Board. Effective as of January 1, 1995, the terms of the Employment Agreement
provide that Mr. Offerman's salary will be $100,000 per year and that he will
be employed as President of the Company until a term expiring on December 31,
1999. Mr. Offerman has agreed to defer the increase in his salary from the
previous year's rate of compensation ($86,875) until October 20, 1995. As
further provided under the terms of the Employment Agreement, the Company will
provide certain benefits such as health benefits and the use of a full size
automobile during the term. The Company also agreed to pay the premium for a
$150,000 term life insurance policy payable to Mr. Offerman's beneficiary. In
the event the Company declines to enter into a new employment agreement with
Mr. Offerman at the expiration of his term, the Company has agreed to pay Mr.
Offerman the sum of $50,000. Additionally, in the event there occurs a "change
of control" of
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<PAGE> 11
the Company, and within the one (1) year period thereafter Mr. Offerman's
employment is terminated or he resigns, then Mr. Offerman will be entitled to
receive a sum equal to the balance of his base salary for the remainder of the
term plus $50,000. A "change of control" is defined to mean (i) a person
becomes the holder of 30% or more of the combined voting power of the Company's
outstanding securities (ii) the stockholders of the Company approve a merger or
consolidation whereby the Company's voting securities fail to represent, after
such merger or consolidation, at least 50.1% of the voting securities of the
surviving entity. Additionally, in the event the Company relocates outside of
the New York City Metropolitan area, it has agreed to pay Mr. Offerman the sum
of $50,000.
In August, 1995, the Board of Directors approved the terms of an
employment agreement with Ralph Acello, its Vice President-Production.
Effective as of January 1, 1995, the terms of the Employment Agreement provide
that Mr. Acello's salary will be $58,300 per year and that he will be employed
as Vice President-Production of the Company until a term expiring on December
31, 1999. As further provided under the terms of the Employment Agreement, the
Company will provide certain benefits such as health benefits and the use of a
full size automobile during the term. The Company also agreed to pay the
premium of a $150,000 term life insurance policy payable to Mr. Acello's
beneficiary. In the event the Company declines to enter into a new employment
agreement with Mr. Acello at the expiration of his term, the Company has agreed
to pay Mr. Acello the sum of $29,150. Additionally, in the event there occurs
a "change of control" of the Company, and within the one (1) year period
thereafter Mr. Acello's employment is terminated or he resigns, then Mr. Acello
will be entitled to receive a sum equal to the balance of his base salary for
the remainder of the term plus $29,150. A "change of control" is defined to
mean (i) a person becomes the holder of 30% or more of the combined voting
power of the Company's outstanding securities (ii) the stockholders of the
Company approve a merger or consolidation whereby the Company's voting
securities fail to represent, after such merger or consolidation, at least
50.1% of the voting securities of the surviving entity. Additionally, in the
event the Company relocates outside of the New York City Metropolitan area, it
has agreed to pay Mr. Acello the sum of $29,150.
In August, 1995, the Board of Directors approved the terms of an
employment agreement with Robert Knoth. Effective as of January 1, 1995, the
terms of the Employment Agreement provide that Mr. Knoth's salary will be
$56,000 per year and that he will be employed as Secretary and Treasurer until
a term expiring on December 31, 1999. As further provided under the terms of
the Employment Agreement, the Company will provide certain benefits such as
health benefits. The Company also agreed to pay the premium of a $150,000 term
life insurance policy payable to Mr. Knoth's beneficiary. In the event the
Company declines to enter into a new employment agreement with Mr. Knoth at the
expiration of his term, the Company has agreed to pay Mr. Knoth the sum of
$28,250. Additionally, in the event there occurs a "change of control" of the
Company, and within the one (1) year period thereafter Mr. Knoth's employment
is terminated or he resigns, then Mr. Knoth will be entitled to receive a sum
equal to the balance of his base salary for the remainder of the term plus
$28,250. A "change of control" is defined to mean (i) a person becomes the
holder of 30% or more of the combined voting power of the Company's outstanding
securities (ii) the stockholders of the Company
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<PAGE> 12
approve a merger or consolidation whereby the Company's voting securities fail
to represent, after such merger or consolidation, at least 50.1% of the voting
securities of the surviving entity. Additionally, in the event the Company
relocates outside of the New York City Metropolitan area, it has agreed to pay
Mr. Knoth the sum of $28,250.
Cash Bonus Plan
In 1987, the Corporation adopted a cash bonus plan ("Bonus Plan") for
Executive Officers. Contributions to the Bonus Plan are made by the
Corporation only after pre-tax operating profits exceed $150,000 for a fiscal
year, and then to the extent of 10% of the excess of the greater of $150,000 or
25% of pre-tax operating profits. There were no contributions pursuant to the
Bonus Plan for the fiscal years ended March 31, 1995, April 1, 1994, March 26,
1993 .
FINANCIAL INFORMATION
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED MARCH 31, 1995 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION HAS BEEN FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO
SHAREHOLDERS. UPON WRITTEN REQUEST SENT TO ROBERT KNOTH, SECRETARY, IEH
CORPORATION, 140 58TH STREET, SUITE 8E, BROOKLYN, NEW YORK, 11220 SHAREHOLDERS
MAY RECEIVE, FOR A NOMINAL FEE, A COPY OF THE EXHIBITS. Each such request must
set forth a good faith representation that as of September 7, 1995 the person
making the request was the beneficial owner of Common Shares of the Corporation
entitled to vote at the 1995 Annual Meeting of Shareholders.
II. OTHER BUSINESS
As of the date of this proxy statement, the items discussed herein
contain the only business which the Board of Directors intends to present, and
is not aware of any other matters which may come before the meeting. If any
other matter or matters are properly brought before the Annual Meeting, or any
adjournments thereof, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy on such matters in accordance with
their judgment.
10
<PAGE> 13
SHAREHOLDER PROPOSALS
Proposals of Shareholders intended to be presented at the
Corporation's 1996 Annual Meeting of Shareholders must be received by the
Corporation on or prior to August 23, 1996 to be eligible for inclusion in the
Corporation's proxy statement and form of proxy to be used in connection with
the 1996 Annual Meeting of Shareholders.
By Order of the Board of Directors
ROBERT KNOTH,
Secretary
Dated: November 27, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.
11
<PAGE> 14
IEH CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 22, 1995
PROXY
The undersigned hereby appoints MICHAEL OFFERMAN AND ROBERT KNOTH and
each of them, proxies, with full power of substitution to each, to vote all
Common Shares of IEH CORPORATION owned by the undersigned at the Annual Meeting
of Shareholders of IEH CORPORATION to be held on December 22, 1995 and at any
adjournments thereof, hereby revoking any proxy heretofore given. The
undersigned instructs such proxies to vote:
I. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) / / listed below / /
(Instruction: Please check appropriate box. To withhold authority
for any individual nominee, strike a line through the nominee's name in the
list below)
NOMINEES FOR DIRECTORS
Allen Gottlieb Robert Pittman
II. TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF, all as described in the Proxy Statement
dated November 27, 1995, receipt of which is hereby acknowledged.
Either of the proxies, who shall be present and acting, shall have and
may exercise all the powers hereby granted.
<PAGE> 15
Unless contrary instructions are given, the shares represented by this
proxy will be voted (a) for the Election of the two (2) Directors nominated and
(b) to vote upon any other business as may properly come before the meeting or
any adjournment thereof. Please sign exactly as name appears hereon. Joint
Owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Said proxies will use their discretion with respect to any other
matters which properly come before the meeting.
This proxy is solicited on behalf of the Board of Directors. Please
sign and return the proxy in the enclosed envelope.
Dated: _____________________, 1995
-----------------------------------
Signature
-----------------------------------
Print Name
<PAGE> 16
IEH
1937-1995
___________________________________________________________________
IEH
CORPORATION
1995
ANNUAL
REPORT
<PAGE> 17
IEH
November 1, 1995
To Our Shareholders, Employees and Friends
A combination of events has made this past year one of substantial challenge to
your company. Due to funding "stretchouts" in a variety of government defense
electronics programs, our gross revenue line was subjected to severe stress
resulting in a reduction of $1,040,000 compared to the prior year. The impact
of this 17% decline was a loss from operations of $(35,000) after an inventory
adjustment of $(143,000). This adjustment represents a conservative view of
inventory items which have become slow moving due to the overall decline in our
major market segment's spending activities. Funding is now being released for
several of the major programs we support and we look forward to improved
revenues in 1996. Overall, the budgetary "stretchouts" have effectively
deprived 1995 of anticipated orders in several prime areas such as AMRAAM and
Patriot Missile programs.
Our focus during this period continues to be on improved productivity and
budgetary restraint. Our revenue/employee is at an all time high and small
improvements in the gross revenue line will have a significant impact on
results. Toward this end, we are widening our commercial market penetration
efforts and I am most pleased to report early success in the automotive sector.
This market produces a substantial amount of test & measurement equipment for
its own internal use and dealership networks. The connectors specified must be
of great reliability and long life. HYPERTAC, our flagship line of connectors,
is ideally suited to these requirements and we are currently in production
supporting a major manufacturer's equipment. We will be looking to other
producers of similar equipment for further growth. Development of the avionics
sector as an important revenue contributor continues although rapid growth is
not anticipated. The challenge to our sales and marketing staff is continuing
identification of commercial market segments which can benefit from the unique
performance characteristics offered by our line of high reliability/high
performance connectors.
As we continue our transition from a government defense electronics market
supplier to the preferred 50-50 split with commercial segments, there will be
periods of mixed results. The current fiscal year, FY'96, will be one such
period. For the year we are in, a breakeven is planned despite the severe
gross revenue line pressure. This will be possible only through rigorous cost
controls and continuing improvements in productivity. Our current backlog of
$1,300,000 is comfortable for continuing operations and the trend line for
incoming business is up.
<PAGE> 18
The progression to a balanced source of revenue is possible only with the help
of our many supporters. We are grateful to all our customers, both new and
old, but must offer a special thanks to our employees and suppliers whose
efforts on our behalf have made this trip possible. With their continuing
support your company will continue to position itself for a future of steady
growth and profitabiliy.
/s/ Michael Offerman
<PAGE> 19
Incorporate by Reference the Registrant's Report on Form 10-KSB filed on July
25, 1995 for the fiscal year ended March 31, 1995.
