KREISLER MANUFACTURING CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 24, 1998
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TO OUR STOCKHOLDERS:
The annual meeting of stockholders of KREISLER MANUFACTURING CORPORATION
(the "Company") will be held on Tuesday, November 24, 1998 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 2, 1998 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 2, 1998
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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 24, 1998 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 7, 1998.
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
or 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 stockholder reports to any
beneficial owners of the Company's Common Stock they hold of record, upon
request of such record holders.
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 therein. 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 incidental 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 1,942,048 shares of Common Stock outstanding at the close of
business on October 2, 1998, 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.
BENEFICIAL OWNERSHIP AND PRINCIPAL STOCKHOLDERS
The following table sets forth information as of October 2, 1998 with
respect to (i) the persons known by the Company to be the beneficial owners of
more than five percent of its Common Stock, (ii) each director and (iii) 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 683,268 (2) 35.2%
Lucile Stern f/b/o
Edward L. Stern
Edward L. Stern 878,212 (3) 47.8%
5960 Central Avenue, Suite H
St. Petersburg, Florida 337307
Franklin Mutual Advisers Inc. 223,580 (4) 11.5%
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Robert S. Krupp 4,000 *
56 Bay Vista Drive
Mill Valley, CA 94941
Harry Brill-Edwards -- *
50 Chestnut Ridge Rd Suite 119A
Montvale, NJ 07645
Edward A. Stern 48,512 2.5%
180 Van Riper Avenue
Elmwood Park, NJ 07407
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Michael D. Stern 48,508 2.5%
180 Van Riper Avenue
Elmwood Park, NJ 07407
All directors and officers of the 979,232 50.4%
Company as a group (5 persons)
* Less than 1%
(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 sole
voting or investment power or has the right to acquire within 60 days after
October 2, 1998. Beneficial ownership may be disclaimed as to certain of the
securities.
(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 includes 683,268 shares held in the Trust (see note 2 above).
This figure does not include 129,532 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
194,944 shares held in his own name as well as the shares beneficially owned by
the Trust.
(4) This information is based upon the information disclosed in Schedule 13F
filed by Franklin Mutual Advisers Inc. ("FMAI") with the Securities and Exchange
Commission as of December 31, 1997. FMAI is the investment adviser to the
Franklin Mutual Series Fund Inc. ("FMSFI"), an open-end investment company
registered under the Investment Company Act of 1940. FMSFI is the legal owner of
the shares of common stock reflected above as being beneficially owned by FMAI.
Pursuant to investment advising agreements with FMSFI, FMAI has sole investment
discretion and voting authority with respect to such securities.
PROPOSAL ONE
ELECTION OF DIRECTORS
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
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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 judgement. 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.
DIRECTOR OF AGE AS OF
PRINCIPAL THE COMPANY OCTOBER 2,
OCCUPATION SINCE 1998
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Edward L. Stern Chairman of the Board and 1968 68
President of the Company
Robert S. Krupp Financial Consultant 1989 47
Harry President, Gas Turbine 1994 56
Brill-Edwards Consulting
Edward A. Stern Vice-President, Kreisler 1994 37
Industrial Corporation
Michael D. Stern Vice-President, Kreisler 1994 32
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
for the past five years. Edward A. Stern and Michael D. Stern are the sons of
Edward L. Stern.
Mr. Edward L. Stern joined the Company in 1948, and has been a director
since 1968. In 1972, he became Chairman, President and Chief Executive Officer
and continues to hold these positions currently.
Mr. Krupp has been a financial consultant since 1988. From May 1987 until
October 1988, Mr. Krupp was a Partner/Consultant with the Canaan Group, Ltd., a
venture capital consulting firm. 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.
Mr. Brill-Edwards is the President of Gas Turbine Consultants, a
technology,
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marketing and planning consulting company that he founded in 1993. 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.
Edward A. Stern joined the Company in 1991, and is currently Vice
President of Administration, responsible for sales, purchasing, production
control and estimating. Prior to joining Kreisler, his experience included five
years with American Airlines in the Corporate Finance area.
Michael D. Stern joined the Company in 1990, and is currently Vice
President of Operations, responsible for sales, manufacturing, engineering
quality and estimating. Prior to joining Kreisler, he was a marketing
representative for Aetna Life and Casualty and a member of their Connections
Executive Training program.
REQUIRED VOTE
The five nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted for them shall be elected
as directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but they have no legal effect under Delaware law.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total annual compensation including
bonuses paid or accrued by the Company for services in all capacities for the
Chief Executive Officer, Vice-President of Administration and Vice-President of
Operations during the fiscal year ended June 30, 1998.
NAME AND
PRINCIPAL POSITION YEAR ANNUAL COMPENSATION
------------------ ---- -------------------
Edward L. Stern 1998 $200,192
President-and Chief Executive 1997 130,000
Officer 1996 130,000
1998 $132,500
Edward A. Stern 1997 75,000
Vice President of Administration 1996 75,000
1998 $132,500
Michael D. Stern 1997 75,000
Vice President of Operations 1996 75,000
COMPENSATION OF DIRECTORS
Each director of the Company who is not an officer receives a fee of
$10,000 per year. Directors who are employees of the Company do not receive
additional compensation for their services as directors of the Company.
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS
The Company currently has no employment contracts with any of the
executive officers of the Company, and the Company has no compensatory plans or
arrangements with such executive officers where the amount to be paid exceeds
$100,000 and which are activated upon resignation, termination, or retirement of
any such executive officer upon a change of control of the Company.
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KREISLER MANUFACTURING CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 24, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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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 24th day of November, 1998 and at any postponement or adjournment
thereof, and to vote all of the share 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. ELECTION OF DIRECTORS FOR all nominees WITHHOLD
listed below except as AUTHORITY to vote
marked to the contrary for all nominees
Edward L. Stern [ ] [ ]
Harry Brill-Edwards
Robert S. Krupp
Michael D. Stern
Edward A. Stern
INSTRUCTION: To withhold authority to vote for an individual nominee, write that
nominee's name on the line provided below.
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2. To transact such other business as may property 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 1998 Annual Meeting of Stockholders and the Company's
Annual Report to Stockholders for 1998.
Dated _______________________________, 1998
(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.
