<PAGE>
IIC INDUSTRIES INC.
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170-0399
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------
OCTOBER 29, 1998
----------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of IIC
INDUSTRIES INC. (the "Company") will be held on Thursday, October 29, 1998 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 (1) 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, 1998; 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 28, 1998, 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, 1997 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 29, 1998
<PAGE>
IIC INDUSTRIES INC.
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170-0399
-------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 29, 1998
-------------------------
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 29, 1998 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 28, 1998 will be entitled to receive notice of and to vote at the
meeting. Each holder of Common Stock as of September 28, 1998 is entitled to
one vote for each share held. As of September 28, 1998 the Company had
outstanding a total of 5,693,472 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 18,
1998, 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>
Shares of
Name and Address of Common Stock Percent
Beneficial Owner Beneficially Owned of Class
------------------- ------------------ --------
<S> <C> <C>
Bernard Schreier 4,317,904(1) 75.8%
Heriots
Stanmore Common
Middlesex HA7 3HG England
- -------------------------------------------------------------------------------------
Michael M. Wreschner 4,317,904(2) 75.8%
10 Raleigh Close
Hendon
London NW4 2TA England
- -------------------------------------------------------------------------------------
John Smith
- -------------------------------------------------------------------------------------
Leonard Goldfine 800 *
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 96(3) *
1967 East 1st Street
Brooklyn, New York 11223
- -------------------------------------------------------------------------------------
Kenyon Phillips Limited/ 4,317,904(4) 75.8%
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- --
65 The Vale
London NW II
- -------------------------------------------------------------------------------------
Zvi Borowitsh -0- --
8 Hamanor Street
P.O.B. 214 Holon
58101 Israel
- -------------------------------------------------------------------------------------
All directors and officers as a group (11 persons) 4,386,800 77.0%
- -------------------------------------------------------------------------------------
</TABLE>
2
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- ----------
(1) Includes 4,317,904 shares of Common Stock beneficially owned by CP
through its wholly-owned subsidiary, Kenyon Phillips Ltd ("Kenyon"). Mr.
Bernard Schreier is Chairman and Managing Director of CP.
(2) Represents 4,317,904 shares of Common Stock beneficially owned by CP
through its wholly-owned subsidiary Kenyon. Mr. Wreschner is a director
of CP.
(3) Represents 96 shares of Common Stock beneficially owned by Fortunee F.
Cohen, as custodian for Joyce Cohen and Elliott Cohen, who each own 48
shares of Common Stock.
(4) Kenyon beneficially owns an aggregate of 4,317,904 shares of Common Stock
of the Company, constituting 75.8% 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 are controlled by Bernard Schreier. Mr. Schreier owns
30% of the shares directly and serves as trustee for a trust for the
benefit of his late son's family and a trust for his daughter's family,
each of which own 30% of CP's voting securities.
* 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 1997
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 five members.
There is one vacancy on the Board due to the death of Mr. Gideon Schreier
earlier this year. 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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<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, 80 Chairman and Managing Director of August 6, 1989 as
Director and Chairman of CP Holdings Limited group of Director and Chairman
the Board and President companies. of the Board and
October 25, 1989 as
President
Michael M. Wreschner, 52 Executive Director of CP Holdings October 25, 1989 as
Director, Assistant Limited group of companies. Director and
Secretary November 1991 as
Assistant Secretary
John E. Smith, 49 Executive Director of CP and a --
Nominee Director of several CP subsidiaries.
Leonard Goldfine, 81 Private Investor; Director (retired, October 6, 1976 as a
Director 1998), Development Corporation for Director; December 8,
Israel (Underwriter for State of Israel 1982 to August 1985 as
Bonds). Vice President
Wilfred Wyler, 90 Senior Partner, Wilfred Wyler and December 8, 1982
Director Co. (Certified Public Accountants).
Alfred L. Simon, 58 Managing Associate of American September 14, 1990
Director Capital Group (since June 1988);
Registered Principal of Havkit
Corporation (an NASD member
firm) (since 1993).
</TABLE>
MEETINGS AND COMMITTEE OF THE BOARD OF DIRECTORS
The Company has no standing nominating or compensation committee of the
Board of Directors. During the year ended December 31, 1997, the Board of
Directors held one meeting at which all of the directors were present.
On February 2, 1998 the Board appointed an Audit Committee consisting of
Michael Wreschner, Wilfred Wyler and Alfred Simon.
4
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth information, as of September 28, 1998,
relating to each executive officer of the Company.
<TABLE>
<CAPTION>
DATE OF
APPOINTMENT
NAME AGE POSITION AS OFFICER
- --------------------- ----- ----------------------- -----------------------
<S> <C> <C> <C>
Bernard Schreier 80 Chairman of the Board August 6, 1989 as
and President Chairman of the Board,
October 25, 1989 as
President
Fortunee F. Cohen 71 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 1998 Annual
Meeting to be held on October 29, 1998 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 Ferenc Polgar 55 Chief Executive Officer,
Investor, RT
Zvi Borowitsh 60 Managing Director,
Israel Tractors and Equipment Company
Limited
Moshe Gershi 46 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 1997. No executive officer received
compensation (including bonuses) in excess of $100,000 during 1997. 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 1997 (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 1997.
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 1997, the Company incurred expenses of $1.1 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.
During 1997, Israel Tractor purchased machinery and equipment which, at
the request of the supplier, was channeled through CP. For rendering this
service, CP received a fee of 2% of the purchases, or approximately $292,000.
The fee was used to cover administration, financing and dealings with the major
supplier.
CP is the ultimate parent company of the Company. Bernard Schreier is the
chairman of the board and the controlling stockholder of CP. Bernard 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
DOLLARS
275
250
225
200
175
150
125
100
75
50
25
0
1992 1993 1994 1995 1996 1997
IIC INDUSTRIES, INC. PEER GROUP INDEX NASDAQ MARKET INDEX
ASSUMES $100 INVESTED ON JAN. 1, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1997
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, 1997.
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, 1998, 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.
------------------------
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 have been received by the Company, at its principal executive offices, for
inclusion in the Company's proxy statement for that meeting, no later than June
4, 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 1999 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 October 5, 1998.
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, 1997, 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 29, 1998
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 29, 1998, 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, Michael M. Wreschner, John E. Smith, 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: , 1998
-------------------------------
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.
