<PAGE>
IIC INDUSTRIES INC.
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170-0399
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
OCTOBER 30, 1997
----------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of IIC
INDUSTRIES INC. (the "Company") will be held on Thursday, October 30, 1997 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, 1997; 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, 1997, 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, 1996 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 26, 1997
<PAGE>
IIC INDUSTRIES INC.
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170-0399
-----------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 30, 1997
-----------------
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 30, 1997 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, 1997 will be entitled to receive notice of and to vote at the
meeting. Each holder of Common Stock as of September 16, 1997 is entitled to
one vote for each share held. As of September 16, 1997, 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,
1997, 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.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Shares of
Name and Address of Common Stock Percent
Beneficial Owner Beneficially Owned of Class
- ------------------------------------------------------ ---------------------- ------------
Bernard Schreier 1,045,755(1) 73.5%
Heriots
Stanmore Common
Middlesex HA7 3HG England
- ------------------------------------------------------ ---------------------- ------------
Gideon Schreier 1,045,755(2) 73.5%
Kensworth House
The Lynch, Nr Kensworth
S Beds LU6 3QZ, England
- ------------------------------------------------------ ---------------------- ------------
Michael M. Wreschner 1,028,755(3) 72.3%
10 Raleigh Close
Hendon
London NW4 2TA England
- ------------------------------------------------------ ---------------------- ------------
Leonard Goldfine 200 *
1424 Melrose Avenue
Melrose Park, PA 19027
- ------------------------------------------------------ ---------------------- ------------
Wilfred Wyler -0- --
333 Central Park West
New York, New York 10025
- ------------------------------------------------------ ---------------------- ------------
Alfred L. Simon -0- *
334 West 87th Street, #6A
New York, New York 10024
- ------------------------------------------------------ ---------------------- ------------
Fortunee F. Cohen 24(4) *
1967 East 1st Street
Brooklyn, New York 11223
- ------------------------------------------------------ ---------------------- ------------
Kenyon Phillips Limited/ 1,028,755(5) 72.3%
CP Holdings Limited
CP House, Otterspool Way,
Watford By-Pass,
Watford WD2 8HG England
- ------------------------------------------------------ ---------------------- ------------
Jozsef Ferenc Polgar -0- *
1133 Budapest
Ipoly UTCA 5/F
Hungary
- ------------------------------------------------------ ---------------------- ------------
Moshe Gershi -0- --
16, Raven Scroft Avenue
London NW II, England
- ------------------------------------------------------ ---------------------- ------------
Zvi Borowitsh -0- --
8 Hamanor Street
P.O.B. 214 Holon
58101 Israel
- ------------------------------------------------------ ---------------------- ------------
All directors and officers as a group (11 persons) 1,045,979 73.5%
- ------------------------------------------------------ ---------------------- ------------
</TABLE>
2
<PAGE>
- ------------
(1) Represents 1,028,755 shares of Common Stock beneficially owned by CP
through its wholly-owned subsidiary, Kenyon Phillips Ltd ("Kenyon")
and 17,000 shares of Common Stock beneficially owned by Gideon
Schreier. Mr. Bernard Schreier is Chairman and Managing Director of
CP.
(2) Represents 17,000 shares of Common Stock for his own account and
1,028,755 shares of Common Stock beneficially owned by CP through its
wholly-owned subsidiary Kenyon. Mr. Gideon Schreier is an Executive
Director of CP.
(3) Represents 1,028,755 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 1,028,755 shares of Common
Stock of the Company, constituting 72.3% 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 60%
of CP's voting securities is owned, and CP is controlled, by Bernard
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 1996
all filing requirements applicable to its officers, directors, and greater
than ten-percent beneficial owners were complied with.
--------------------
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
<PAGE>
<TABLE>
<CAPTION>
NAME OF NOMINEE, DATE OF INITIAL
AGE AND POSITION PRINCIPAL OCCUPATION ELECTION AS DIRECTOR (AND
HELD WITH COMPANY FOR PREVIOUS FIVE YEARS APPOINTMENT AS OFFICER)
- ---------------------------- --------------------------------------- ----------------------------
<S> <C> <C>
Bernard Schreier, 79 Chairman and Managing Director of CP August 6, 1989 as Director
Director and Chairman of Holdings Limited group of companies. and Chairman of the Board
the Board and President and October 25, 1989 as
President
Gideon Schreier, 52 Executive Director of CP Holdings October 25, 1989
Director Limited group of companies; Director of
Bank Leumi, (UK), PLC.
Michael M. Wreschner, 53 Executive Director of CP Holdings October 25, 1989
Director Limited group of companies.
Leonard Goldfine, 80 Private Investor; Director, Development October 6, 1976 as a
Director Corporation for Israel (Underwriter for Director; December 8, 1982
State of Israel Bonds). to August 1985 as Vice
President
Wilfred Wyler, 89 Senior Partner, Wilfred Wyler and Co. December 8, 1982
Director (Certified Public Accountants).
Alfred L. Simon, 57 Managing Associate of American Capital September 14, 1990
Director Group (since June 1988); Registered
Principal of Havkit Corporation (a NASD
member firm)(since 1993).
</TABLE>
Gideon Schreier is the son of 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, 1996, the Board of
Directors held one meeting at which all of the directors were present.
4
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth information, as of September 16, 1996,
relating to each executive officer of the Company.
<TABLE>
<CAPTION>
DATE OF
APPOINTMENT
NAME AGE POSITION AS OFFICER
- ----------------- ----- --------------------- ----------------------
<S> <C> <C> <C>
Bernard Schreier 79 hairman of the Board and August 6, 1989 as Chrman
President of the Board, October 25,
1989 as President
Fortunee F. Cohen 70 Secretary October 25, 1989
</TABLE>
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 30, 1997 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:
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------- ----- -------------------------------------
<S> <C> <C>
Jozsef Ference Polgar 54 Chief Executive Officer,
Investor, RT.
Zvi Borowitsh 59 Managing Director,
Israel Tractors and Equipment Company
Limited
Moshe Gershi 45 General Manager,
Balton C.P. Limited
</TABLE>
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 1996. No executive officer received
compensation (including bonuses) in excess of $100,000 during 1996. 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 1996 (including reimbursed costs) was $60,000, of
which $45,000 was applied to pay the premium for the directors and officers
liability insurance maintained by the directors for 1996.
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 1996, the Company incurred expenses of $1.2 million, net of expense
reimbursements, payable to CP in connection with certain management and
related services provided by CP to the Company and its subsidiaries.
CP is the ultimate parent company of the Company. Bernard Schreier is the
chairman of the board and 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 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.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG IIC INDUSTRIES, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
FISCAL YEAR ENDING
--------------------------------------------------
COMPANY 1991 1992 1993 1994 1995 1996
- ------- ---- ---- ---- ---- ---- ----
IIC INDUSTRIES INC 100 115.85 230.49 264.63 198.78 176.83
PEER GROUP 100 80.60 83.31 80.06 80.93 54.34
BROAD MARKET 100 100.98 121.13 127.17 164.96 204.98
THE PEER GROUP CHOSEN WAS:
Customer Selected Stock Lost
THE BROAD MARKET INDEX CHOSEN WAS:
NASDAQ MARKET INDEX
THE PEER GROUP IS MADE UP OF THE FOLLOWING SECURITIES:
AMERIHOST PROPERTIES INC
CHRYSALIS INTERNAT CORP
COMMUNICATIONS CENTRAL
DENSE-PAC MICROSYSTEMS
GENERAL MAGIC INC
HABERSHAM BANCORP
MERIT MEDICAL SYSTEMS
MUELLER, PAUL CO
NATIONAL TECHNICAL SYSTS
PEOPLES BANK NC
PPT VISION INC
PULASKI FURNITURE CORP
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(804) 649-6826
7
<PAGE>
--------------------
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,
1996. 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, 1997, to serve until the next Annual Meeting of
Stockholders, unless such employment shall be earlier terminated. 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.
--------------------
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.
1998 STOCKHOLDER PROPOSALS
Proposals of security holders intended to be presented at the 1998 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
June 2, 1998. 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 1998 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 26, 1997.
8
<PAGE>
ADDITIONAL INFORMATION
Investors who wish to participate in the meeting may go to the New York
Video Conference Center at 24 West 40th Street, New York, N.Y., at which
there will be an open video conference call during the Annual Meeting.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10K FOR THE YEAR ENDED
DECEMBER 31, 1996, 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 26, 1997
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 30, 1997, 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).
- -----------------------------------------------------------------------------
2. RATIFICATION OF 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: , 1997
--------------------------
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.
