<PAGE>
IIC INDUSTRIES INC.
171 MADISON AVE, SUITE 200
NEW YORK, NEW YORK 10016
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------
OCTOBER 28, 1999
----------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of IIC
INDUSTRIES INC. (the "Company") will be held on Thursday, October 28, 1999 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 five 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 KPMG Peat Marwick LLP as
independent public accountants of the Company for the year
ending December 31, 1999; 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 23, 1999, 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, 1998 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 30, 1999
<PAGE>
IIC INDUSTRIES INC.
171 MADISON AVE, SUITE 200
NEW YORK, NEW YORK 10016
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 28, 1999
---------------------
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 28, 1999 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 23, 1999 will be entitled to receive notice of and to vote at the
meeting. Each holder of Common Stock as of September 23, 1999 is entitled to one
vote for each share held. As of September 23, 1999 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 23,
1999, 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.
1
<PAGE>
<TABLE>
<S> <C> <C>
===========================================================================================
Name and Address of Shares of Percent
Beneficial Owner Common Stock of Class
Beneficially Owned
- -------------------------------------------------------------------------------------------
Bernard Schreier 4,494,971(1) 78.9%
Heriots
Stanmore Common
Middlesex HA7 3HG England
- -------------------------------------------------------------------------------------------
Michael M. Wreschner 4,426,971(2) 77.8%
10 Raleigh Close
Hendon
London NW4 2TA England
- -------------------------------------------------------------------------------------------
John Smith 4,426,971(2) 77.8%
10 Bearswood End
Beaconsfield, Bucks HP9 2NR England
- -------------------------------------------------------------------------------------------
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/ 4,426,971(4) 77.8%
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- --
16 Ravenscroft Avenue
London NW11 England
- -------------------------------------------------------------------------------------------
Zvi Borowitsh -0- --
8 Hamanor Street
P.O.B. 214 Holon
58101 Israel
- -------------------------------------------------------------------------------------------
All directors and officers as a group (10 persons) 4,495,067 79.0%
===========================================================================================
</TABLE>
2
<PAGE>
- ----------
* Represents beneficial ownership of less than 1% of the Common Stock of
the Company.
(1) Represents 4,426,971 shares of Common Stock beneficially owned by CP
through its wholly-owned subsidiary, Kenyon Phillips Ltd ("Kenyon") and
68,000 shares of Common Stock beneficially owned by the Estate of Gideon
Schreier. Mr. Bernard Schreier is Chairman and Managing Director of CP.
(2) Represents 4,426,971 shares of Common Stock beneficially owned by CP
through its wholly-owned subsidiary Kenyon. Mr. Wreschner and Mr. Smith
are directors 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 4,426,971 shares of Common Stock
of the Company, constituting 77.8% 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.
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 1998 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. At
the forthcoming Annual Meeting, five 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 five 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, 81 Chairman and Managing Director of August 6, 1989 as Director
Director and Chairman of CP Holdings Limited group of and Chairman of the
the Board and President companies. Board and October 25,
1989 as President
Michael M. Wreschner, 53 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, 50 Executive Director of CP and a October 29, 1998
Director Director of several CP subsidiaries.
Wilfred Wyler, 91 Senior Partner, Wilfred Wyler and December 8, 1982
Director Co. (Certified Public Accountants).
Alfred L. Simon, 59 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, 1998, the Board of
Directors held one meeting at which all of the directors were present except Mr.
Wyler and Mr. Smith.
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 23, 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 81 Chairman of the Board August 6, 1989 as
and President Chairman of the Board,
October 25, 1989 as
President
Fortunee F. Cohen 72 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 1999 Annual
Meeting to be held on October 28, 1999 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.
Since 1989, Michael Wreschner, a chartered accountant and director of the
Company, has been assisting the Company with financial matters since the Company
does not have a chief financial officer.
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 56 Chief Executive Officer,
Investor, RT
Zvi Borowitsh 61 Managing Director,
Israel Tractors and Equipment
Company Limited
Moshe Gershi 47 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 1998. No executive officer received
compensation (including bonuses) in excess of $100,000 during 1998. 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 1998 (including reimbursed costs) was approximately
$56,000 most of which was applied to pay the premium for the directors and
officers liability insurance maintained by the directors for 1998.
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 1998, the Company incurred expenses of $1.05 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 1998, 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 $287,000. 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,
Michael M. Wreschner and John E. Smith 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
<TABLE>
<CAPTION>
-----------------------------------FISCAL YEAR ENDING---------------------------
COMPANY/INDEX/MARKET 12/31/1993 12/30/1994 12/29/1995 12/31/1996 12/31/1997 12/31/1998
<S> <C> <C> <C> <C> <C> <C>
IIC Industries Inc. 100.00 114.81 86.24 76.72 89.42 76.19
Customer Selected Stock List 100.00 76.05 86.09 80.66 87.58 61.19
NASDAQ Market Index 100.00 104.99 136.18 169.23 207.00 291.96
</TABLE>
ASSUMES $100 INVESTED ON JAN 1, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1998
7
<PAGE>
---------------------
PROPOSAL (2) -- RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
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 KPMG
Peat Marwick LLP as independent public accountants to the Company to audit the
Company's consolidated financial statements for the fiscal year ending December
31, 1999, 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.
Grant Thornton LLP, certified public accountants, audited the Company's
consolidated financial statements for the fiscal year ended December 31, 1998.
The Board recommends using KPMG Peat Marwick LLP as the Company's auditors
in view of the fact that they act as auditors for two of the Company's
subsidiaries, Investor Group in Hungary (a major portion of IIC's business) and
Israel Tractors and Equipment Company Limited in Israel. The Board believes that
using KPMG as IIC's auditors for the Company as well will allow more efficient
preparation of the Company's financial statements and other undertakings.
The ratification requires a majority vote of those shares of Common Stock
represented at the Annual Meeting. Representatives of KPMG Peat Marwick 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.
2000 STOCKHOLDER PROPOSALS
Proposals of security holders intended to be presented at the 2000 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, 2000. 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 2000 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 30, 1999.
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, 1998, 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 30, 1999
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, and MICHAEL WRESCHNER, 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 28, 1999,
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, 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 KPMG PEAT MARWICK 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: , 1999
-------------------------------
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.
