SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
KREISLER MANUFACTURING CORPORATION
(Name of Registrant as Specified in Its Charter)
KREISLER MANUFACTURING CORPORATION
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) 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:
[ ] 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:
<PAGE>
KREISLER MANUFACTURING CORPORATION
----------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------------------
NOVEMBER 30, 1999
TO OUR STOCKHOLDERS:
The annual meeting of stockholders of KREISLER MANUFACTURING CORPORATION
(the "Company") will be held on Tuesday, November 30, 1999 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 22, 1999 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, 1999
<PAGE>
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 30, 1999 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 29, 1999.
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.
2
<PAGE>
The Company had 1,950,046 shares of Common Stock outstanding at the close
of business on October 22, 1999, 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 22, 1999 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:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED (1) CLASS
------------------- ------------------- ----------
<S> <C> <C>
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
Robert S. Krupp 6,666 *
56 Bay Vista Drive
Mill Valley, CA 94941
Harry Brill-Edwards 2,666 *
50 Chestnut Ridge Rd Suite 119A
Montvale, NJ 07645
Edward A. Stern 48,512 2.5%
180 Van Riper Avenue
Elmwood Park, NJ 07407
Michael D. Stern 48,508 2.5%
180 Van Riper Avenue
Elmwood Park, NJ 07407
All directors and officers of the 984,564 50.5%
Company as a group (5 persons)
* Less than 1%
</TABLE>
3
<PAGE>
(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 22, 1999.
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.
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 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.
4
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR OF AGE AS OF
PRINCIPAL THE COMPANY OCTOBER 22,
OCCUPATION SINCE 1999
---------- ----------- -----------
<S> <C> <C> <C>
Edward L. Stern Chairman of the Board and President of 1968 69
the Company
Robert S. Krupp Financial Consultant 1989 48
Harry Brill-Edwards President, Gas Turbine Consulting 1994 57
Edward A. Stern Vice-President, Kreisler Industrial 1994 38
Corporation
Michael D. Stern Vice-President, Kreisler Industrial 1994 33
Corporation
</TABLE>
Except for Robert S. Krupp and Harry Brill-Edwards each of the nominees is
an executive officer of the Company, as reflected above, 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 with Oasis Ventures,
LLC. 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, 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 Industrial Corporation, his experience
included five years with American Airlines in the Corporate Finance area.
5
<PAGE>
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 Industrial Corporation, 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.
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, 1999.
NAME AND
PRINCIPAL POSITION YEAR ANNUAL COMPENSATION
------------------ ---- -------------------
Edward L. Stern 1999 $213,000
President and Chief Executive Officer 1998 200,192
1997 130,000
Edward A. Stern 1999 $138,000
Vice President of Administration 1998 132,500
1997 75,000
Michael D. Stern 1999 $138,000
Vice President of Operations 1998 132,500
1997 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.
6
<PAGE>
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.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Mr. Krupp is the sole member of Oasis Ventures, LLC ("Oasis"). Oasis and
the Company entered into a letter agreement for financial advisory services in
connection with the potential sale of the Company on September 1, 1998, as
amended on August 1, 1999 (the "Agreement"). The Agreement terminates on the
earliest of: (i) fifteen business days following the closing of a Transaction,
as defined in the Agreement,(ii) July 31, 2000, or (iii) thirty days following
notification from one party to the other.
Oasis received approximately $221,000 in fees during the Company's fiscal
year ended June 30, 1999 and will receive additional hourly fees and transaction
fees under the Agreement if the merger with the Wood Group Gas Turbine Holdings,
Inc., a wholly-owned subsidiary of the John Wood Group PLC is consummated. See
the Company's Annual Report on Form 10-KSB - Business-Proposed Merger. If the
merger is consummated, Oasis would receive approximately $465,000 as a
Performance Fee, as defined in the Agreement, plus additional hourly fees for
services rendered in accordance with the Agreement, plus a fee based on the
total hourly fees during the Term of the Agreement multiplied by 97.5%. Oasis
will continue to receive fees for services performed on an hourly basis after
June 30, 1999.
[Form of Proxy]
7
<PAGE>
APPENDIX A
KREISLER MANUFACTURING CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 30, 1999
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 30th day of November, 1999 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:
<TABLE>
<CAPTION>
<S> <C> <C>
FOR all nominees WITHHOLD
1. ELECTION OF DIRECTORS 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.
- ----------------------------------------------------------------------------------------------------
</TABLE>
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 1999 Annual Meeting of Stockholders and the Company's
Annual Report to Stockholders for 1999.
Dated ___________________________, 1999
(Please date)
_____________________________(SEAL)
(Stockholders Signature)
____________________________(SEAL)
(Stockholders Signature)
It would be helpful if you signed and printed your name or names exactly as
it appears hereon, indicating any official position representative capacity.
