SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 ss.240.14a-11(c) or ss.240.14a-12
KREISLER MANUFACTURING CORPORATION
-----------------------------------
(Name of Registrant as Specified in Its Charter)
Not applicable
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(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 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:
[ ] 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
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 28, 2000
TO OUR STOCKHOLDERS:
The annual meeting of stockholders of KREISLER MANUFACTURING
CORPORATION (the "Company") will be held on Tuesday, November 28, 2000 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 19, 2000 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 19, 2000
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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 28, 2000 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 22, 2000.
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 1,955,379 shares of Common Stock outstanding at the close of
business on October 19, 2000, 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 19, 2000 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
Robert S. Krupp 13,133 *
26 Mann Drive
Kentfield, CA 94904
Harry Brill-Edwards 5,332 *
50 Chestnut Ridge Rd Suite 119A
Montvale, NJ 07645
Wallace N. Kelly * *
1 Seabreeze Ave
Charleston, RI 02813
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 984,564 50.5%
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 19, 2000. 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 six.
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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.
<TABLE>
<CAPTION>
Director of Age as of
Principal The Company October 19,
Occupation Since 2000
---------- ---------------- ---------
<S> <C> <C> <C>
Edward L. Stern Chairman of the Board and President of 1968 70
the Company
Robert S. Krupp Financial Consultant 1989 49
Harry Brill-Edwards President, Gas Turbine Consulting 1994 58
Wallace N. Kelly Engineering Consultant 2000 61
Edward A. Stern Vice-President, Kreisler Industrial 1994 39
Corporation
Michael D. Stern Vice-President, Kreisler Industrial 1994 34
Corporation
</TABLE>
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.
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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, 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.
Mr. Wallace N. Kelly joined the Company in February 2000 and is
currently Chief Operating Officer and Executive Vice-President.
Mr. Kelly has been an engineering consultant since 1993. From 1988 to
1993 Wallace N. Kelly worked for Chromalloy Gas Turbine Corporation. From 1961
to 1988 Mr. Kelly held various engineering positions with Pratt and Whitney
Division of United Technology Corporation and General Electric Aircraft Engine
group.
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 six 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, 2000.
Name and
Principal Position Year Annual Compensation
------------------ ---- -------------------
Edward L. Stern 2000 $180,000
President-and Chief Executive Officer 1999 213,000
1998 200,192
Edward A. Stern 2000 $110,000
Vice President of Administration 1999 138,000
1998 132,500
Michael D. Stern 2000 $110,000
Vice President of Operations 1999 138,000
1998 132,500
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 28, 2000
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 28th day of November, 2000 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>
FOR all nominees Withhold
1. Election of Directors listed below except as Authority to vote
marked to the contrary for all nominees
<S> <C> <C> <C>
Edward L. Stern Wallace N. Kelly
Robert S. Krupp Michael D. Stern [ ] [ ]
Harry Brill-Edwards Edward A. Stern
</TABLE>
INSTRUCTION: To withhold authority to vote for an 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 2000 Annual Meeting of Stockholders and the Company's
Annual Report to Stockholders for 2000.
Dated ___________________________, 2000
(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.
