SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
KREISLER MANUFACTURING CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or 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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KREISLER MANUFACTURING CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 26, 1996
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TO OUR STOCKHOLDERS:
The annual meeting of stockholders of KREISLER MANUFACTURING
CORPORATION (the "Company") will be held on Tuesday, November 26, 1996 at 1:30
P.M. (prevailing time), at the office of the Company, 5960 Central Avenue,
Suite H, St. Petersburg, Florida 33707 for the following purposes:
1. To elect directors, as described in the accompanying Proxy
Statement.
2. To transact such other business as may properly come before the
meeting or any postponement or adjournment thereof.
The Board of Directors has fixed October 18, 1996 as the record date
(the "Record Date") for the determination of stockholders entitled to vote at
the meeting. Only stockholders of record at the close of business on that date
will be entitled to notice of, and to vote at, the meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors.
EDWARD L. STERN, Secretary
October 22, 1996
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KREISLER MANUFACTURING CORPORATION
5960 CENTRAL AVENUE, SUITE H
ST. PETERSBURG, FLORIDA 33707
PROXY STATEMENT
The enclosed proxy is solicited by and on behalf of Kreisler
Manufacturing Corporation (the "Company") for use at the annual meeting of
stockholders to be held on Tuesday, November 26, 1996 at 1:30 p.m. (prevailing
time) at the offices of the Company, 5960 Central Avenue, Suite H, St.
Petersburg, Florida 33707, and at any postponement or adjournment thereof. The
approximate date on which this Proxy Statement and the accompanying form of
proxy will first be sent or given to stockholders is October 25, 1996.
Sending in a signed proxy will not affect the stockholder's right to
attend the annual meeting and vote in person since the proxy is revocable. Any
stockholder giving a proxy has the power to revoke it by, among other methods,
giving written notice to the Secretary of the Company at any time before the
proxy is exercised.
The expense of the proxy solicitation will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited in person or by
telephone, telegraph, facsimile transmission or teletype by directors, officers
of employees of the Company without additional compensation. The Company is
required to pay the reasonable expenses incurred by record holders of the
Company's Common Stock who are brokers, dealers, banks or voting trustees, or
their nominees, for mailing proxy material and annual shareholder reports to
any beneficial owners of the Company's Common Stock they hold of record, upon
request of such recordholders.
A form of proxy is enclosed. If properly executed and received in time
for voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of
Company Common Stock for the election of all nominees for directorships, as
described herein.
The enclosed proxy confers discretionary authority to vote with
respect to any and all of the following matters that may come before the
meeting: (i) matters which the Company does not know, a reasonable time before
the proxy solicitation, are to be presented at the meeting; (ii) approval of
the minutes of a prior meeting of stockholders, if such approval does not
amount to ratification of the action taken at the meeting; (iii) the election
of any person to any office for which a bona fide nominee is unable to serve or
for good cause will not serve; and (iv) matters incident to the conduct of the
meeting. In connection with such matters, the persons named in the enclosed
form of proxy will vote in accordance with their best judgment.
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The Company had 485,512 shares of Common Stock outstanding at the
close of business on October 18, 1996, the record date for the determination of
stockholders entitled to receive notice of and to vote at the annual meeting.
The presence, in person or by proxy, of stockholders entitled to cast at least
a majority of the votes which all stockholders are entitled to cast on a
particular matter constitutes a quorum for the purpose of considering such
matter. Each share of the Company's Common Stock outstanding is entitled to one
vote on each matter which may be brought before the annual meeting.
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of October 18, 1996 with
respect to the persons known by the Company to be the beneficial owners of more
than five percent of its Common Stock and with respect to the Company's Common
Stock beneficially owned by all directors and officers of the Company as a
group:
Name and Address Amount Beneficially Percent of
of Beneficial Owner Owned (1) Class
- - ------------------- ------------------- ----------
Trust created u/w/o 170,817 (2) 35.2
Lucile Stern f/b/o
Edward L. Stern
Edward L. Stern 48,736 (3) 10.0
5960 Central Avenue, Suite H
St. Petersburg, Florida 33707
Heine Securities Corporation 72,130 (4) 14.9
51 John F. Kennedy Parkway
Short Hills, NJ 07078
All directors and officers of 73,991 (3) 50.4
the Company as a group (5 persons)
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in
the regulations of the Securities and Exchange Commission and,
accordingly, may include securities owned by or for, among others, the
wife and/or minor children of the individual and any other relative
who has the same home as such individual, as well as other securities
as to which the individual has or shares voting or investment power or
has the right to acquire within 60 days after October 18, 1996.
Beneficial ownership may be disclaimed as to certain of the
securities.
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(2) Edward L. Stern, Chairman of the Board and President of the Company,
is trustee of the Trust created under the Will of Lucile M. Stern for
the benefit of Edward L. Stern and in such position exercises sole
voting and investment power with respect to the shares of the Company
held of record by the Trust (see "Executive Compensation and other
information").
(3) This figure excludes the shares owned of record by the Trust created
under the Will of Lucile M. Stern for the benefit of Edward L. Stern.
Additionally, the figure does not include 32,383 shares of Common
Stock beneficially owned by four children of Mr. Stern, as to which
Mr. Stern disclaims beneficial ownership. Mr. Stern has sole voting
and investment power with respect to the 48,736 shares held in his own
name as well as the shares beneficially owned by the Trust. This
figure also includes 1,000 shares beneficially owned by Mr. Krupp and
12,128 shares and 12,127 shares owned respectively by Edward A. Stern
and Michael D. Stern.
(4) This information is based upon the information disclosed in Amendment
3 to Schedule 13G filed by Heine Securities Corporation ("HSC") with
the Securities and Exchange Commission on February 14, 1990. HSC is
the investment adviser to Mutual Series Fund, Inc. ("Mutual Series"),
a Maryland corporation which is an open-end investment company
registered under the Investment Company Act of 1940. Mutual Series is
the legal owner of the shares of common stock reflected above as being
beneficially owned by HSC. Pursuant to investment advising agreements
with Mutual Series, HSC has sole investment discretion and voting
authority with respect to such securities.
ELECTION OF DIRECTORS
(Proposal 1)
The By-laws of the Company provide that the Board of Directors shall
consist of not less than three directors and subject to this limitation, the
number of directors may be fixed from time to time by action of the
stockholders or the directors. The Board of Directors by resolution has set the
number of directors at five.
The following table sets forth information concerning the Company's
nominees for election to the Board of Directors. If any of the nominees become
unable or for good cause will not serve, the persons named in the enclosed
proxy will vote in accordance with their best judgment. The Company expects all
nominees to be willing and able to serve. Directors of the Company serve until
the next annual meeting of stockholders and until their successors have been
elected and qualified.
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Director
of the
Principal Company Age as of
Occupation Since October 18, 1996
---------- -------- ----------------
Edward L. Stern Chairman of the Board 1968 66
and President of the
Company
Robert S. Krupp Financial Consultant 1989 45
Harry Brill-Edwards President, Gas Turbine 1994 54
Consulting
Edward A. Stern Vice-President, Kreisler 1994 35
Industrial Corporation
Michael D. Stern Vice-President Kreisler 1994 30
Industrial Corporation
Except for Robert S. Krupp and Harry Brill-Edwards each of the
nominees is an executive officer of the Company or its wholly owned subsidiary
Kreisler Industrial Corporation and has had the same principal occupation or
employment over the past five years. Four of the nominees beneficially own
Common Stock. Edward L. Stern and Robert S. Krupp's ownership of Common Stock
is discussed under "Principal Stockholders". Edward A. Stern and Michael D.
Stern are owners of record and beneficial owners of 12,128 and 12,127 shares
respectively. Edward A. Stern and Michael D. Stern are the sons of Edward L.
Stern.
From May 1987 until October 1988, Mr. Krupp was a Partner/Consultant
with the Canaan Group, Ltd., a Venture Capital Consulting firm. Prior hereto,
from May 1985 until May 1987, Mr. Krupp was a self-employed financial
consultant and from December 1980 until May 1985, Mr. Krupp was Vice
President-Finance of Kinetics Technology International, Inc., an engineering
firm.
From 1966 to 1993 Harry Brill-Edwards worked for Chromalloy Gas
Turbine Corporation. He became President of the Chromalloy Research and
Technology Division in 1979. In 1987 he was promoted to Chief Operating Officer
of Chromalloy Gas Turbine Corporation with full responsibility for Chromalloy's
worldwide operations comprising 28 divisions. In 1993 Mr. Brill-Edwards founded
Gas Turbine Consultants, a technology, marketing and planning consulting
company.
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Edward A. Stern is Vice President of Administration, responsible for
sales, purchasing, production control and costing. Prior to joining Kreisler
his experience included five years with American Airlines in the Corporate
Finance area.
Michael D. Stern is Vice President of Operations, responsible for
sales, manufacturing, engineering quality and costing. Prior to joining
Kreisler he was a marketing representative for Aetna Life and Casualty and a
member of their Connections Executive Training program.
SUMMARY COMPENSATION TABLE
Name and
Principal
Position Year Salary ($)
- - --------- ---- ----------
Edward L. Stern 1996 130,000
President-CEO 1995 130,000
1994 130,000
Each director of the Company who is not an officer receives a fee of
$10,000 per year, in addition to the reimbursement of expenses to attend each
meeting. Harry Brill-Edwards, director, received $67,450 compensation as a
consultant.
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KREISLER MANUFACTURING CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 26, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Edward L. Stern, as
attorney-in-fact and proxy of the undersigned, with full power of substitution,
for and in the name, place and stead of the undersigned to appear at the annual
meeting of Stockholders of Kreisler Manufacturing Corporation (the "Company")
to be held on the 26th day of November, 1996 and at any postponement or
adjournment thereof, and to vote all of the shares of Common Stock of the
Company which the undersigned is entitled to vote, with all the powers and
authority the undersigned would possess if personally present. The undersigned
hereby directs that this proxy be voted as follows:
1. For the election of the nominees listed below to serve as
directors, as described in the accompanying Proxy Statement.
(To withhold authority to vote for the nominees listed below
check this box [ ].
Edward L. Stern Harry Brill-Edwards Michael D. Stern
Robert S. Krupp Edward A. Stern
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.
_______________________________________________________________________________
2. To transact such other business as may properly come before this
meeting or any postponement or adjournment thereof.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO
DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE PERSONS
NAMED HEREIN INTEND TO VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS
LISTED.
THIS PROXY CONFERS CERTAIN DISCRETIONARY AUTHORITY DESCRIBED IN THE
PROXY STATEMENT. THE ATTORNEY AND PROXY NAMED HEREIN MAY EXERCISE ALL OF THE
POWERS HEREUNDER.
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement relating to the 1996 Annual Meeting of Stockholders and the Company's
Annual Report to Stockholders for 1996.
Dated ____________________________, 1996
(Please date)
_____________________________(SEAL)
(Stockholders Signature)
_____________________________(SEAL)
(Stockholders Signature)
It would be helpful if you signed your name or names exactly as it
appears hereon, indicating any official position representative capacity.
