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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
IIC Industries Inc.
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(Name of Registrant as Specified In Its Charter)
IIC Industries Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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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:
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IIC INDUSTRIES INC.
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170-0399
--------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------------
OCTOBER 31, 1996
--------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of IIC
INDUSTRIES INC. (the "Company") will be held on Thursday, October 31, 1996 at
3:00 P.M., London time (10:00 A.M., New York time), at the offices of CP
Holdings Limited ("CP") at CP House, Otterspool Way, Watford By-Pass, Watford,
for the following purposes:
Proposal(l) to elect six directors, to serve until the next Annual
Meeting and until their respective successors shall have been
duly chosen and qualified;
Proposal(2) to ratify the selection of Grant Thornton LLP as
independent public accountants of the Company for the year
ending December 31, 1996; and
Proposal(3) to transact such other business as may properly come
before the meeting and any adjournment or adjournments
thereof.
Only the holders of record of Common Stock of the Company at the close of
business on September 16, 1996, the record date fixed by the Board of
Directors, are entitled to notice of, and to vote at such Annual Meeting, or
any adjournment thereof.
A copy of the Annual Report of the Company for the fiscal year ended
December 31, 1995 is being mailed with the attached proxy statement.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED
TO FILL IN, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY.
By Order of the Board of Directors
Fortunee F. Cohen
Secretary
New York, New York
September 27, 1996
<PAGE>
IIC INDUSTRIES INC.
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170-0399
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 31, 1996
---------------------------
GENERAL INFORMATION
This Proxy Statement and the accompanying proxy are being furnished in
connection with the solicitation by the Board of Directors of IIC INDUSTRIES
INC. (the "Company") of proxies for use in voting at the Annual Meeting of
Stockholders of the Company to be held on Thursday, October 31, 1996 at 3:00
P.M., London time (10:00 A.M., New York time), at the offices of CP Holdings
Limited ("CP") at CP House, Otterspool Way, Watford By-Pass, Watford, and at
any adjournment or adjournments thereof. Any proxy given pursuant to this
solicitation may be revoked at any time prior to the voting thereof. Unless
instructions to the contrary are received, proxies will be voted in favor of
the proposals referred to herein. A proxy executed in the form enclosed may be
revoked by the person signing the same by giving written notice of the
revocation to the Secretary of the Company at any time before the authority
granted thereby is exercised.
WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS
OF THE NUMBER OF SHARES YOU OWN. Shares can be voted at the Annual Meeting only
if the holder is represented by proxy or is present.
VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Common Stock
of the Company. Only stockholders of record at the close of business on
September 16, 1996 will be entitled to receive notice of and to vote at the
meeting. Each holder of Common Stock as of September 16, 1996 is entitled to
one vote for each share held. As of September 16, 1996, the Company had
outstanding a total of 1,423,368 shares of such stock.
The holders of a majority of the issued and outstanding Common Stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting or any adjournment thereof. Abstentions are
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions are not counted as votes cast
on the proposed election of directors, but will have the same legal effect as a
vote against the ratification of the appointment of independent auditors.
Broker non-votes are not counted as votes cast on any matter to which they
relate.
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL HOLDERS
The following table sets forth certain information, as of September 16,
1996, concerning the ownership of the Common Stock by (a) each of the Company's
current directors and nominees, (b) all current directors, officers and
significant employees of the Company as a group, and (c) each person who, to
the best of the Company's knowledge, beneficially owned on that date more than
5% of the outstanding Common Stock. Except as otherwise indicated, the
stockholders listed in the table have the sole voting and investment power with
respect to the shares indicated.
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Shares of
Name and Address of Common Stock Percent
Beneficial Owner Beneficially Owned of Class
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Bernard and Lilly Schreier 997,240(1) 70.0%
Heriots
Stanmore Common
Middlesex HA7 3HG England
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Gideon Schreier 997,240(2) 70.0%
Kensworth House
The Lynch, Nr Kensworth
S Beds LU6 3QZ, England
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Michael M. Wreschner 980,240(3) 68.9%
10 Raleigh Close
Hendon
London NW4 2TA England
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Leonard Goldfine 200 *
1424 Melrose Avenue
Melrose Park, PA 19027
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Wilfred Wyler -0- --
333 Central Park West
New York, New York 10025
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Alfred L. Simon -0- *
334 West 87th Street, #6A
New York, New York 10024
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Fortunee F. Cohen 24(4) *
1967 East 1st Street
Brooklyn, New York 11223
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Kenyon Phillips Limited/ 980,240(5) 68.9%
CP Holdings Limited
CP House, Otterspool Way,
Watford By-Pass,
Watford WD2 8HG England
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Joszef Ferenc Polgar 19 *
1133 Budapest
Ipoly UTCA 5/F
Hungary
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Moshe Gershi -0- --
65 The Vale
London NW II
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Zvi Borowitsh -0- --
8 Hamanor Street
P.O.B. 214 Holon
58101 Israel
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All directors and officers as a group 997,483 70.0%
(11 persons)
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2
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(1) Includes 980,240 shares of Common Stock beneficially owned by Kenyon
Phillips Ltd ("Kenyon") and 17,000 shares of Common Stock beneficially
owned by Gideon Schreier.
(2) Includes 17,000 shares of Common Stock for his own account and 980,240
shares of Common Stock beneficially owned by Kenyon.
(3) Represents 980,240 shares of Common Stock beneficially owned by CP
through its wholly owned subsidiary Kenyon. Mr. Wreschner is a director
of CP.
(4) Represents 24 shares of Common Stock beneficially owned by Fortunee F.
Cohen, as custodian for Joyce Cohen and Elliott Cohen, who each own 12
shares of Common Stock.
(5) Kenyon beneficially owns an aggregate of 980,240 shares of Common Stock of
the Company, constituting 68.0% of the Company's outstanding voting
securities. According to the Schedule 13D filed by Kenyon, it is owned and
controlled by CP. The Company is also informed that 90% of CP's voting
securities is owned, and CP is controlled, by Bernard and Lilly Schreier.
* Represents beneficial ownership of less than 1% of the Common Stock of the
Company.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires
officers and directors of the Company and persons who own more than ten-percent
of the Common Stock, to file initial statements of beneficial ownership (Form
3), and statements of changes in beneficial ownership (Forms 4 or 5), of Common
Stock with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater than ten-percent stockholders are required by SEC
regulation to furnish the Company with copies of all such forms they file.
To the Company's knowledge, based solely on its review of the copies of
such forms received by it, or written representations from certain reporting
persons that no additional forms were required for those persons, during 1995
all filing requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with.
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PROPOSAL (1) -- NOMINEES FOR ELECTION AS DIRECTORS
The Board of Directors of the Company currently consists of six members. At
the forthcoming Annual Meeting, six persons have been nominated by the Board of
Directors for election to hold office until the next annual meeting and until
their successors are elected and have been qualified.
Unless authority to do so is withheld, it is intended that the proxies
solicited by the Board of Directors will be voted for the nominees named below
for the six directors to be elected by the stockholders at the Annual Meeting
to serve until the next Annual Meeting and until their respective successors
shall have been duly chosen and qualified. If events not now known or
anticipated make any of the nominees unwilling or unable to serve, the proxies
will be voted (in the discretion of the holders of such proxies) for other
nominees not named herein in lieu of those unwilling or unable to serve. The
Board of Directors is not aware of any circumstances likely to cause any
nominee to become unavailable for election. The election of directors requires
a plurality vote of those shares of Common Stock represented at the meeting.
The nominees are:
3
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NAME OF NOMINEE, PRINCIPAL OCCUPATION DATE OF INITIAL
AGE AND POSITION FOR PREVIOUS FIVE YEARS ELECTION AS DIRECTOR (AND
HELD WITH COMPANY ----------------------- APPOINTMENT AS OFFICER)
----------------- -----------------------
Bernard Schreier, 78 Chairman and Managing August 6, 1989 as
Director and Director of CP Holdings Director and
Chairman of the Limited group of companies. Chairman of the
Board and President Board and October
25, 1989 as
President
Gideon Schreier, 51 Executive Director of CP October 25, 1989
Director Holdings Limited group of
companies.
Michael M. Executive Director of CP October 25, 1989
Wreschner, 51 Holdings Limited group of
Director companies.
Leonard Goldfine, 79 Private Investor; Director, October 6, 1976 as
Director Development Corporation for a Director;
Israel (Underwriter for December 8, 1982
State of Israel Bonds). to August 1985 as
Vice President
Wilfred Wyler, 88 Senior Partner, Wilfred December 8, 1982
Director Wyler and Co. (Certified
Public Accountants).
Alfred L. Simon, 56 Managing Associate of September 14, 1990
Director American Capital Group
(since June 1988);
Registered Principal
of Havkit Corporation
(an NASD member firm)
(since 1993).
Gideon Schreier is the son of Lilly and Bernard Schreier. There are no
other family relationships among the directors and officers of the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company has no standing audit, nominating or compensation committee
of the Board of Directors. During the year ended December 31, 1995, the Board
of Directors held one meeting at which all of the directors were present.
4
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EXECUTIVE OFFICERS
The following table sets forth information, as of September 16, 1996,
relating to each executive officer of the Company.
DATE OF
NAME AGE POSITION APPOINTMENT AS
---- --- -------- OFFICER
-------
Bernard Schreier 78 Chairman of the August 6, 1989 as
Board and President Chairman of the Board,
October 25, 1989 as
President
Fortunee F. Cohen 69 Secretary October 25, 1989
Ms. Cohen, prior to her appointment as Secretary of the Company in October
of 1989, was the Director of Shareholder Relations of the Company.
The terms of office of the executive officers extend until the Annual
Meeting to be held on October 31, 1996 and until their successors have been
duly chosen and qualified. It is expected that the Company's newly elected
Board of Directors will reappoint the current officers to their current
positions.
The following officers of the Company's subsidiaries perform significant
policy making functions for the Company:
NAME AGE POSITION
---- --- --------
Jozsef Ference Polgar 53 Chief Executive Officer,
Investor, RT.
Zvi Borowitsh 58 Managing Director,
Israel Tractors and Equipment
Company Limited
Moshe Gershi 44 General Manager,
Balton C.P. Limited
Jozsef Ferenc Polgar is the Chief Executive Officer of Investor, RT
("Investor") and the Chairman of the Boards of Investor's subsidiaries, Interag
RT and Agrimpex RT. Prior to his positions with Investor and its subsidiaries,
Mr. Polgar was the General Manager of trade development and finance at the
Hungarian Ministry of Trade (1975-1988) and head of the business department of
Prometheus Company (1970-1975).
Zvi Borowitsh has been the Managing Director of Israel Tractors and
Equipment Company Limited since July 1989. Mr. Borowitsh is also the Chairman
of Israel Quarrying & Mining Associations and an Assistant Professor of
Earthmoving Technology and Management at Haifa Technion.
Moshe Gershi has been the General Manager of Balton C.P. Limited since
April 1991. In his prior positions he served as General Manager (January 1991
to June 1991), Director of corporate finance (January 1989 to January 1991) and
Treasurer (January 1987 to December 1988) of Koor Trade Ltd which, through its
wholly-owned subsidiary Koor USA, Inc., was the principal shareholder (49.71%)
of the Company's outstanding voting securities until July 25, 1989.
5
<PAGE>
EXECUTIVE COMPENSATION
Mr. Bernard Schreier received no compensation from the Company for
serving as Chairman of the Board and President in 1995. No executive officer
received compensation (including bonuses) in excess of $100,000 during 1995.
Each director receives an annual fee of $10,000 plus $500 for attendance at
each Board of Directors meeting. The total amount of annual fees paid to the
directors as a group for 1995 (including reimbursed costs) was $70,700, all of
which was applied to pay the premium for the directors and officers liability
insurance maintained by the directors for 1995.
In November 1989, the Company entered into an agreement with CP pursuant
to which the Company reimburses CP the amount of $4,000 per month paid by CP to
certain officers of the Company for time spent working for the Company.
CERTAIN TRANSACTIONS
During 1995, the Company incurred expenses of $994,000, net of expense
reimbursements, payable to CP in connection with certain management and related
services provided by CP to the Company and its subsidiaries.
In addition, during 1995, the Israel Tractor and Equipment Company
Limited, an Israeli subsidiary of the Company, purchased machinery and
equipment which, at the request of the supplier, was channeled through CP. For
rendering of this service, CP received a fee of 2% of the purchases, or
approximately $540,000. The fee was used to cover administration, financing,
and dealings with the supplier.
CP is the ultimate parent company of the Company. Bernard Schreier is
the chairman of the board and, with his wife, is the controlling stockholder of
CP. Bernard Schreier, Gideon Schreier, and Michael M. Wreschner serve as
executive officers of CP.
6
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total
stockholder return of the Company's Common Stock, based on the market price of
Common Stock and assuming reinvestment of dividends, with the cumulative total
return of companies on the NASDAQ Market Index. Because of the unique situation
of the Company in recent years, in that it was a closed-end investment company
holding substantial amounts of cash equivalents pending approval of its
application for deregistration from the Investment Company Act (which was
approved in October 1992), as well as its current diverse business in foreign
jurisdictions, the Company has been unable to identify a peer group consisting
of companies in a similar line of business, and instead has provided a
comparison with a "peer group" of companies with a similar market
capitalization.
[GRAPHIC OMITTED]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
- ------------------------------FISCAL YEAR ENDING-------------------------------
COMPANY 1990 1991 1992 1993 1994 1995
ICC INDUSTRIES INC. 100 129.81 150.39 299.20 343.52 258.04
PEER GROUP 100 100.72 127.62 145.83 130.61 120.42
BROAD MARKET 100 128.38 129.64 155.50 163.26 211.77
THE PEER GROUP CHOSEN WAS:
Customer Selected Stock List
THE BROAD MARKET INDEX CHOSEN WAS:
NASDAQ MARKET INDEX
THE PEER GROUP IS MADE UP OF THE FOLLOWING SECURITIES:
ALLIANCE GAMING CORP
AMERICAN PACIFIC CORP
BI INC
CHART HOUSE ENTERPRISES
EQUINOX SYSTEMS INC
FUNCO INC
HARRIS & HARRIS GROUP
HERITAGE BANCORP INC
HYDRON TECHNOLOGIES
ISTITUTO MAZIONALE DEL
JEFFERSON BANCORP INC LA
LASERMASTER TECHNOLOGIES
LASERSIGHT INC
MADDEN STEVENS LTD
MALAN REALTY INVESTORS
SCOPE INDUSTRIES
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX 1-(804) 649-6097
7
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PROPOSAL (2) - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, certified public accountants, audited the Company's
consolidated financial statements for the fiscal year ended December 31, 1995.
Unless instructed to the contrary, the persons named in the enclosed proxy
intend to vote the same in favor of the ratification of the selection of Grant
Thornton LLP as independent public accountants to the Company to audit the
Company's consolidated financial statements for the fiscal year ending December
31, 1996, to serve until the next Annual Meeting of Stockholders, unless such
employment shall be earlier terminated. That firm has reported to the Company
that it is independent within the meaning of the Exchange Act and Rule 2.01 of
Regulation S-X, and that none of its members has any direct financial interest
or material indirect financial interest in the Company or any of its
subsidiaries, nor has any member of such firm had any such connection during
the past three years with the Company or any of its subsidiaries, in the
capacity of promoter, underwriter, voting trustee, director, officer or
employee. The ratification requires a majority vote of those shares of Common
Stock represented at the Annual Meeting. Representatives of Grant Thornton LLP
are expected to be present at the meeting and will have the opportunity to make
a statement if they desire to do so and are expected to be able to respond to
appropriate questions.
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PROPOSAL (3) - OTHER MATTERS
Management does not intend to present to the meeting any matters other
than the matters referred to herein, and as of this date Management does not
know of anything that will be presented by other parties. However, if any other
matter shall properly come before the meeting, it is the intention of the
persons named in the attached proxy to vote thereon in accordance with their
best judgment on such matters.
1997 STOCKHOLDER PROPOSALS
Proposals of security holders intended to be presented at the 1997
Annual Meeting of Stockholders in accordance with Rule 14a-8 under the Exchange
Act must be received by the Company, at its principal executive offices, for
inclusion in the Company's proxy statement for that meeting, no later than July
2, 1997. The Company's Board of Directors will review any stockholder proposals
that are filed as required and will determine whether such proposals meet
applicable criteria for inclusion in its 1997 Proxy Statement.
SOLICITATION OF PROXIES
The expense of this solicitation, expected to be nominal, will be borne
by the Company. Solicitation will be made only by the use of the mails, except
that, if necessary, officers, directors and regular employees of the Company
may make solicitations of proxies by telephone or telecopier. The Company may
also request brokers and other custodians, nominees and fiduciaries to forward
proxy soliciting material to the beneficial owners of shares held of record by
such persons, and the Company may reimburse them for their expenses in so
doing. This Proxy Statement and the accompanying Proxy are first being sent to
the Company's stockholders commencing on or about September 27, 1996.
8
<PAGE>
ADDITIONAL INFORMATION
Investors who wish to participate in the meeting may go to the New York
offices of the Company at 420 Lexington Avenue, Suite 300, New York, N.Y., at
which there will be an open telephone conference call during the Annual
Meeting.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10K FOR THE YEAR ENDED
DECEMBER 31, 1995, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS
AVAILABLE ON REQUEST BY WRITING TO THE SECRETARY OF THE COMPANY, IIC INDUSTRIES
INC., 420 LEXINGTON AVENUE, SUITE 300; NEW YORK, NEW YORK 10170-0399.
Fortunee F. Cohen
Secretary
New York, New York
September 27, 1996
9
<PAGE>
IIC INDUSTRIES INC.
THIS PROXY IS SOLICITED FROM HOLDERS OF COMMON STOCK
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned common stockholder of IIC INDUSTRIES INC. (the "Company") does
hereby appoint BERNARD SCHREIER, MICHAEL WRESCHNER and GIDEON SCHREIER, and
each of them, each with full power of substitution and revocation, to vote all
of the shares of common stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Company to be held on
October 31, 1996, and at any adjournment thereof, upon:
1. ELECTION OF DIRECTORS:
FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY [ ] (except as
marked to the contrary below) TO VOTE FOR NOMINEES LISTED BELOW
Bernard Schreier, Gideon Schreier, Michael M. Wreschner, Leonard
Goldfine, Wilfred Wyler and Alfred L. Simon.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE OUT THAT NOMINEE'S NAME IN THE LIST PROVIDED ABOVE).
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2. RATIFY THE SELECTION OF GRANT THORNTON LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO OTHER DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED HEREIN AND FOR PROPOSAL 2.
(PLEASE SIGN ON REVERSE SIDE)
(Over)
<PAGE>
The undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, and
hereby revokes any proxy or proxies heretofore given.
DATED: , 1996
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SIGNATURE
-------------------------------------------
SIGNATURE
(Please sign exactly as your name appears
above. If stock is owned in joint names,
each joint owner must sign. If signing as
executor, administrator, trustee, attorney
or guardian, or as an officer of a
corporation or general partner of a
partnership, please also give your full
title.)
PLEASE SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS NECESSARY IF MAILED IN THE
UNITED STATES.
