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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
NCH Corporation
- - -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NCH Corporation
- - -----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $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;*
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing is calculated and state how
it was determined.
[ ] 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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[LOGO]
2727 Chemsearch Boulevard
Irving, Texas 75062
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 28, 1994
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NCH
Corporation will be held in Gallery I of the Hotel Crescent Court (at the
corner of Pearl and Cedar Springs Streets), Dallas, Texas, on Thursday, the
28th day of July, 1994, at 10:00 a.m., Central Daylight Time, for the
following purposes:
1. To elect two Class III directors of NCH to hold office until the next
annual election of Class III directors by stockholders or until their
respective successors are duly elected and qualified.
2. In accordance with the requirements of Section 162(m) of the Internal
Revenue Code, to approve an incentive bonus plan for members of the
Executive Committee of the Board of Directors.
3. To ratify the appointment of KPMG Peat Marwick, Certified Public
Accountants, to be the independent auditors of NCH for the fiscal year
ending April 30, 1995.
4. To transact such other business as may properly come before the meeting
or any adjournments of the meeting.
The Board of Directors has fixed the close of business on Wednesday,
June 1, 1994, as the record date for determining stockholders entitled to
vote at and to receive notice of the annual meeting.
Whether or not you expect to attend the meeting in person, you are urged
to complete, sign, and date the enclosed form of proxy and return it promptly
so that your shares of stock may be represented and voted at the meeting. If
you are present at the meeting, your proxy will be returned to you if you so
request.
Joe Cleveland,
Secretary
Dated: June 22, 1994
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[LOGO]
2727 Chemsearch Boulevard
Irving, Texas 75062
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 28, 1994
Dated: June 22, 1994
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the management of, and on behalf
of, NCH Corporation, a Delaware corporation ("NCH"), to be voted at the
Annual Meeting of the Stockholders of NCH, to be held Thursday, July 28, 1994
(the "Meeting"), at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting. When properly executed proxies in the
accompanying form are received, the shares represented thereby will be voted
at the Meeting in accordance with the directions noted on the proxies; if no
direction is indicated, then such shares will be voted for the election of
the directors and in favor of the proposals set forth in the Notice of Annual
Meeting attached to this Proxy Statement.
The enclosed proxy confers discretionary authority to vote with respect
to any and all of the following matters that may come before the Meeting:
(1) matters that NCH's Board of Directors does not know a reasonable time
before the Meeting are to be presented at the Meeting; and (2) matters
incidental to the conduct of the Meeting. Management does not intend to
present any business for a vote at the Meeting other than the matters set
forth in the accompanying Notice of Annual Meeting, and it has no information
that others will do so. If other matters requiring the vote of the
stockholders properly come before the Meeting, then, subject to the
limitations set forth in the applicable regulations under the Securities
Exchange Act of 1934, it is the intention of the persons named in the
attached form of proxy to vote the proxies held by them in accordance with
their judgment on such matters.
Any stockholder giving a proxy has the power to revoke that proxy at any
time before it is voted. A proxy may be revoked by filing with the Secretary
of NCH either a written revocation or a duly executed proxy bearing a date
subsequent to the date of the proxy being revoked. Any stockholder may
attend the Meeting and vote in person, whether or not such stockholder has
previously submitted a proxy.
In addition to soliciting proxies by mail, officers and regular employees
of NCH may solicit the return of proxies. Brokerage houses and other
custodians, nominees, and fiduciaries may be requested to forward
solicitation material to the beneficial owners of stock.
This Proxy Statement and the accompanying proxy are first being sent or
given to NCH's stockholders on or about June 24, 1994.
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NCH will bear the cost of preparing, printing, assembling, and mailing
the Notice of Annual Meeting, this Proxy Statement, the enclosed proxy, and
any additional material, as well as the cost of forwarding solicitation
material to the beneficial owners of stock.
VOTING RIGHTS
The record date for determining stockholders entitled to notice of and
to vote at the Meeting is the close of business on June 1, 1994. On that
date there were 8,280,040 shares issued and outstanding of NCH's $1.00 par
value common stock ("Common Stock"), which is NCH's only class of voting
securities outstanding. Each share of NCH's Common Stock is entitled to one
vote in the matter of election of directors and in any other matter that may
be acted upon at the Meeting. Neither NCH's certificate of incorporation nor
its bylaws permits cumulative voting. The presence, in person or by proxy,
of the holders of a majority of the outstanding shares of Common Stock
entitled to vote at the Meeting is necessary to constitute a quorum at the
Meeting, but in no event will a quorum consist of less than one-third of the
shares entitled to vote at the Meeting. The affirmative vote of a plurality
of the shares of Common Stock represented at the Meeting and entitled to vote
is required to elect directors. All other matters to be voted on will be
decided by a majority of the shares of Common Stock represented at the
meeting and entitled to vote. Abstentions and broker nonvotes are each
included in determining the number of shares present at the meeting for
purposes of determining a quorum. Abstentions and broker nonvotes have no
effect on determining plurality, except to the extent that they affect the
total votes received by any particular candidate. With respect to the
proposal to approve an incentive bonus plan for members of the Executive
Committee of the Board of Directors, abstentions have the effect of votes
against the proposal and broker nonvotes are not counted.
ELECTION OF DIRECTORS
NCH's Board of Directors consists of seven members, divided into three
classes: Class I (two directors), Class II (three directors), and Class III
(two directors). Only the Class III positions are due for nomination and
election at the Meeting. The Class I and Class II positions will be due for
nomination and election at the annual meetings of stockholders to be held in
1995 and 1996, respectively.
The intention of the persons named in the enclosed proxy, unless such
proxy specifies otherwise, is to vote the shares represented by such proxy
for the election of Jerrold M. Trim and Irvin L. Levy as the Class III
directors. Messrs. Jerrold M. Trim and Irvin L. Levy have been nominated to
stand for re-election by the Board of Directors until their terms expire or
until their respective successors are duly elected and qualified. Messrs.
Jerrold M. Trim and Irvin L. Levy are presently directors of NCH. Messrs.
Irvin, Lester, and Milton Levy are brothers. Robert L. Blumenthal is a first
cousin of Messrs. Irvin, Lester, and Milton Levy. Certain information
regarding each nominee and director is set forth below. The number of shares
beneficially owned by each nominee is listed under "Security Ownership of
Principal Stockholders and Management."
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Class I Directors
J. Rawles Fulgham, Jr., 66, has been a director of NCH since 1981. Mr.
Fulgham was an executive director of Merrill Lynch Private Capital Inc. from
1982 until 1989, when he assumed his current position as a Senior Advisor to
Merrill Lynch & Co., Inc. He is also a director of Dresser Industries, Inc.,
Indresco, Inc., Republic Financial Services, Inc., and BancTec, Inc., all of
which are located in Dallas, Texas. Mr. Fulgham is a member of the Audit
Committee and the Compensation Committee.
Lester A. Levy, 71, has been a director and officer of NCH since 1947,
and since 1965 has served as Chairman of the Board of Directors of NCH. He
is either the president or a vice president of substantially all of NCH's
subsidiaries. Mr. Levy is also a director of A.H. Belo Corporation, Dallas,
Texas. Mr. Levy is a member of the Stock Option Committee and the Executive
Committee.
Class II Directors and Nominees
Robert L. Blumenthal, 63, has engaged in the practice of law since 1957.
He is a partner at the Dallas law firm of Carrington, Coleman, Sloman &
Blumenthal, L.L.P., which serves as NCH's legal counsel.
Thomas B. Walker, Jr., 70, has been a director of NCH since 1987. He was
a general partner of Goldman, Sachs & Co. from 1968 until 1984 when he
assumed his current position as a limited partner of The Goldman Sachs Group,
L.P. Mr. Walker is also a director of Sysco Corporation, A.H. Belo
Corporation, and Central and South West Corporation. He is a member of the
Audit Committee and the Compensation Committee.
Milton P. Levy, Jr., 68, has been a director and officer of NCH since
1947, and since 1965 has served as Chairman of the Executive Committee of
NCH. He is either the president or a vice president of substantially all of
NCH's subsidiaries. Mr. Levy is also an advisory director of Texas Commerce
Bank, N.A. He is a member of the Stock Option Committee and the Executive
Committee.
Class III Directors
Jerrold M. Trim, 57, has been a director of NCH since 1980 and is the
president and majority shareholder of Windsor Association, Inc., which is
engaged primarily in investment consulting services. He is also a general
partner of Chiddingstone Management Company and The Penshurst Fund, which are
limited partnerships that invest in marketable securities. He is a member of
the Audit Committee and the Compensation Committee.
Irvin L. Levy, 65, has been a director and an officer of NCH since 1950,
and has served as NCH's President since 1965. He is either president or a
vice president of substantially all of NCH's subsidiaries. Mr. Levy is a
member of the Stock Option Committee and the Executive Committee. Mr. Levy
is also a director of NationsBank of Texas, N.A.
If either of the above nominees for Class III directors should become
unavailable to serve as a director, then the shares represented by proxy will
be voted for such substitute nominees as may be nominated by the Board of
Directors. NCH has no reason to believe that either of the above nominees
is, or will be, unavailable to serve as a director.
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Meeting Attendance and Committees of the Board
NCH has audit, compensation, executive, and stock option committees of
the Board, whose members are noted above. During the last fiscal year, the
Board of Directors met on five occasions, the Compensation Committee met
twice, the Audit Committee met once, the Executive Committee met or acted by
consent at least 33 times, and the Stock Option Committee met once. NCH does
not have a standing nominating committee of the Board. Nominees to the Board
are selected by the entire Board.
The Audit Committee of the Board reviews the scope of the independent
auditors' examinations and the scope of activities of NCH's internal
auditors. Additionally, it receives and reviews reports of NCH's independent
auditors and internal auditors. The Audit Committee also meets (without
management's presence, if the Audit Committee so desires) with the
independent auditors and members of the internal auditing staff, receives
recommendations or suggestions for change, and may initiate or supervise any
special investigations it may choose to undertake.
The Compensation Committee recommends to the Board of Directors the
salaries of Messrs. Irvin, Lester, and Milton Levy.
The Executive Committee possesses all of the powers of the Board of
Directors between meetings of the Board.
The Stock Option Committee of the Board determines those employees of NCH
and its subsidiaries who will receive stock options and the amount of such
options.
PROPOSAL TO APPROVE EXECUTIVE COMMITTEE
INCENTIVE BONUS PLAN
Section 162(m), which was added to the Internal Revenue Code in August
1993, denies the deduction for compensation over $1 million per year paid by
a publicly traded company to the chief executive and the four other most
highly compensated officers. Compensation based on performance goals and
approved by the stockholders is excluded from the limitation on deductions
over $1 million. To qualify for the exclusion: (i) the compensation must be
paid solely for achieving performance goals; (ii) the performance goals must
be established by a compensation committee consisting of outside directors;
(iii) the terms under which the compensation will be paid, including the
performance goals, must be described to and approved by stockholders; and
(iv) prior to payment, the compensation committee must certify that the
performance goals and other terms were satisfied.
To qualify all compensation paid to the Executive Committee of the Board
of Directors as a deductible expense under Section 162(m) of the Internal
Revenue Code, on April 28, 1994, the Compensation Committee of the Board of
Directors adopted an incentive bonus plan (the "Bonus Plan"), subject to
stockholder approval, for members of the Executive Committee.
The Bonus Plan provides a formula for determining the amounts of annual
bonuses to be paid to each member of the Executive Committee. Bonus amounts
will depend on the amount by which NCH's net income after taxes, but before
accrual for any bonus under the Bonus Plan, for a particular fiscal year
increases over its net income for the preceding fiscal year. If net income
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increases less than 10%, then no bonus will be paid. Increases from 10% to
less than 14% will result in payment of a $225,000 bonus to each member of
the Executive Committee. Increases from 14% to less than 16% will result in
payment of a $300,000 bonus to each Executive Committee member. Increases of
16% or more will result in payment of a $375,000 bonus to each member of the
Executive Committee.
The Bonus Plan prohibits amendment of its terms to increase the cost of
the Bonus Plan to NCH or to change the persons to whom bonuses will be paid
under the Bonus Plan without a vote of NCH's stockholders.
The following table summarizes the amounts that would have been received
by or allocated to each member of the Executive Committee for the last three
completed fiscal years had the Bonus Plan been in effect.
NEW PLAN BENEFITS
Executive Committee Incentive Bonus Plan
Dollar
Name and Position Value ($)
----------------- ---------
Irvin L. Levy, President 0
Lester A. Levy, Chairman of the Board 0
Milton P. Levy, Jr., Chairman of the Executive Committee 0
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation
Directors who are not executive officers of NCH receive compensation
of $25,000 per annum and $1,000 for each meeting of the Board of Directors or
Board committee attended. All other directors receive $1,000 for each such
meeting attended. Members of the Stock Option Committee and Executive
Committee are not compensated separately for their services on such
committees.
Report on Executive Compensation
Responsibility for Executive Compensation
Three outside directors, as the Compensation Committee of NCH (Messrs.
Fulgham, Trim, and Walker), have primary responsibility for recommending to
the Board the executive compensation program for Messrs. Irvin, Lester, and
Milton Levy. The Compensation Committee recommends to the Board an annual
aggregate base compensation for the Office of the Executive Committee and,
pending shareholder approval of the Executive Committee Bonus Plan, is
responsible for administering and approving incentive compensation for the
Office of the Executive Committee. After Board approval of the Compensation
Committee's recommendation for aggregate base compensation (with Messrs.
Irvin, Lester, and Milton Levy abstaining), the Messrs. Levy divide the
compensation of the Executive Committee among themselves. Messrs. Irvin,
Lester, and Milton Levy are responsible for administering the compensation
program for all other officers of NCH.
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Executive Compensation Strategy
With respect to compensation of all key executives other than Messrs.
Irvin, Lester, and Milton Levy, NCH's strategy is generally as follows:
Attract and retain key executives by delivering a market competitive
rate of base pay. Market competitive rates of pay are determined by
reviewing compensation data from other companies that resemble NCH
in terms of lines of business, size, scope, and complexity.
Provide salary increases to key executives based on their individual
effort and performance. In addition to the individual's experience,
job duties, and performance, annual increases are influenced by
NCH's overall performance.
Provide annual incentive opportunities based on objectives that NCH
feels are critical to its success during the year. Target incentive
levels are set on an individual basis and actual awards are made at
the Executive Committee's discretion.
Provide long-term incentives to key employees so that employees are
focused on activities and decisions that promote NCH's long-term
financial and operational success. To meet this objective, NCH
offers stock options to certain key employees. Options are
generally granted for a period of five years at a price that is at
least equal to the fair market value of the Common Stock at the time
of grant. Options vest in equal increments over a three-year period
from the time of grant.
Compensation of Messrs. Irvin, Lester, and Milton Levy
The Compensation Committee occasionally seeks assistance and relies on
compensation data supplied by an outside compensation consulting firm to
determine the competitiveness of NCH's compensation programs. Based on
survey and proxy analyses performed by the consulting firm, the Compensation
Committee believes that the aggregate compensation for the Office of the
Executive Committee to be at the 75th percentile of total direct compensation
(base salary plus annual incentives plus present value of long-term
incentives granted) in chemical companies and other industrial companies of
similar size. Given the tenure and depth of experience of the Office of the
Executive Committee, the Compensation Committee feels that this is an
appropriate competitive level of compensation. All of the companies in the
peer group in NCH's performance graph on page 10 of this Proxy Statement are
included in the proxy analysis performed by the consulting firm. NCH's
performance in sales and earnings in the then current economic and
competitive environment, adjusted for currency fluctuations, is considered in
setting executive compensation, although no formula or preset goal is used.
NCH has adopted a separate strategy with respect to the incentive
compensation of the Office of the Executive Committee (Messrs. Irvin, Lester,
and Milton Levy). Since these individuals are very significant long-term
stockholders of NCH, some of the typical approaches to executive compensation
that exist in the marketplace are not necessarily relevant at NCH. Long-term
incentive programs are implemented for senior executives to create a link
between the corporation's performance and the executive's own personal
wealth. In light of the shareholding of Messrs. Irvin, Lester, and Milton
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Levy, they are already significantly impacted financially by NCH's overall
performance. The Compensation Committee generally feels that in this
situation any long-term incentive program should be tied to salary or bonus.
In terms of short-term incentive compensation, NCH is submitting the
Executive Committee Bonus Plan for stockholder approval at the Meeting.
Since aggregate compensation for the Office of the Executive Committee could
result in a member receiving over $1 million in annual compensation, NCH
finds it necessary to comply with the provisions of Section 162(m) of the
Internal Revenue Code to qualify for tax deductibility all compensation paid
to the Executive Committee. NCH's policy is to qualify to the extent
practicable all compensation paid to its executive officers for tax
deductibility in accordance with Section 162(m). The stockholders must
approve the Bonus Plan before it goes into effect.
Conclusion
The Compensation Committee believes that current compensation
arrangements in place at NCH are reasonable and competitive given NCH's size
and status and the current regulatory environment surrounding executive
compensation. The base salary program allows NCH to attract and retain
management talent. In addition, for those employees who are incentive
eligible, such systems continue to provide the necessary link between the
attainment of NCH's performance objectives and the compensation received by
executives.
Executive Committee &
Compensation Committee Stock Option Committee
---------------------- ----------------------
J. Rawles Fulgham, Jr. Irvin L. Levy
Jerrold M. Trim Lester A. Levy
Thomas B. Walker, Jr. Milton P. Levy, Jr.
The report on executive compensation will not be deemed to be
incorporated by reference into any filing by NCH under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent that NCH
specifically incorporates the above report by reference.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
Messrs. Irvin, Lester, and Milton Levy are members of the Executive
Committee of NCH's Board of Directors, which committee determines most
salaries and promotions with respect to officers of NCH and its subsidiaries,
and of the Stock Option Committee, which determines those employees of NCH
and its subsidiaries who will receive stock options and the amount of such
options. Messrs. Irvin, Lester, and Milton Levy are executive officers and
employees of NCH.
NCH's Board of Directors (with the subject members abstaining)
determines the salaries of Messrs. Irvin, Lester, and Milton Levy after
recommendation of the Compensation Committee, whose members are J. Rawles
Fulgham, Jr., Jerrold M. Trim, and Thomas B. Walker, Jr.
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Executive Compensation
The following table summarizes the compensation paid to Messrs. Irvin,
Lester, and Milton Levy, who together hold the office of the Executive
Committee, and to NCH's two other most highly compensated executive officers
(whose compensation exceeded $100,000 in fiscal 1994) for services rendered
in all capacities to NCH during the fiscal years ended April 30, 1994, 1993,
and 1992.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual
Compensation(1)
Name and Fiscal ------------------ All Other
Principal Positions Year Salary(2) Bonus Compensation(3)
- - -------------------- ------ --------- ------- ---------------
<S> <C> <C> <C> <C>
Irvin L. Levy, President 1994 $ 815,734 $ - $6,016
1993 794,029 - 5,184
1992 778,029 - -
Lester A. Levy, Chairman 1994 822,635 - 5,316
of the Board 1993 748,082 - 5,184
1992 748,650 - -
Milton P. Levy, Jr., Chairman 1994 963,877 - 6,016
of the Executive Committee 1993 1,042,078 5,184
1992 975,808 - -
Thomas F. Hetzer, Vice 1994 153,410 5,725 3,416
President - Finance 1993 135,954 17,000 4,204
1992 125,005 16,000 -
Glen L. Scivally, Vice 1994 151,352 5,250 3,421
President and Treasurer 1993 134,124 15,750 4,571
1992 124,216 20,700 -
</TABLE>
- - -------------------------------
(1) Certain of NCH's executive officers receive personal benefits in
addition to annual salary and bonus. The aggregate amounts of the
personal benefits, however, do not exceed the lesser of $50,000 or 10%
of the total of the annual salary and bonus reported for the named
executive officer.
(2) Includes compensation for services as a director (other than Mr. Hetzer
and Mr. Scivally).
(3) The amounts included in this column were contributed to the accounts of
the executives included in the table under NCH's qualified profit
sharing and savings plan. Compensation that would otherwise be included
in this column for fiscal year 1992 has been omitted pursuant to the
phase-in provisions of the executive compensation rules promulgated by
the Securities and Exchange Commission.
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Retirement Agreements
NCH has entered into retirement agreements with Messrs. Irvin, Lester,
and Milton Levy that provide for lifetime monthly payments and guarantee 120
monthly payments beginning at death, retirement, or disability. Payments
under these agreements will be $385,000 per year, subject to adjustment each
year after 1993 for increases in the United States Consumer Price Index for
the preceding year.
CERTAIN TRANSACTIONS
NCH has entered into split dollar life insurance agreements with the
sons of Lester A. Levy and Irvin L. Levy who are NCH employees and with
Lester A. Levy's daughter, concerning the purchase of life insurance policies
insuring Irvin L. Levy, Lester A. Levy, and Milton P. Levy, Jr. The employee
or daughter pays the "economic benefit" portion of the premium (computed
under Internal Revenue Code Rulings 55-747 and 66-110) and NCH pays the rest
of the premium. The premium averages approximately $570,000 per year for the
remaining premium payment period, estimated to be 15 years. The impact of
these policies on after-tax earnings was $98,000 in fiscal 1994. Because of
the cash value build up of the policies, they should have either no material
effect or a positive effect on earnings in subsequent years. The insurance
provides benefits to the above indicated employees totalling $10,000,000 on
the death of combinations of insureds. NCH has been granted a security
interest in the cash value and death benefit of each policy to the extent of
the sum of premium payments made by NCH. These arrangements are designed so
that if the assumptions made as to mortality experience, policy earnings, and
other factors are realized, then NCH will recover all of its premium
payments.
The purpose of the arrangement in addition to providing benefits to the
employees is to provide cash to the families of Messrs. Lester and Irvin Levy
at the approximate time of death of the senior Levys to avoid their Common
Stock being forced on to the market at a potentially inappropriate time.
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FIVE YEAR COMPARISON OF CUMULATIVE TOTAL RETURN
The following graph presents NCH's cumulative stockholder return during
the period beginning April 30, 1989, and ending April 30, 1994. NCH is
compared to the S&P 500 and a peer group consisting of companies that
collectively represent lines of business in which NCH competes. The
companies included in the peer group index are Betz Laboratories, Inc., The
Dexter Corporation, Ecolab Inc., Lawson Products, Inc., Nalco Chemical
Company, National Service Industries, Inc., Petrolite Corporation, Premier
Industrial Corporation, Quaker Chemical Corporation, Safety-Kleen Corp., and
Snap-On Tools Corporation. Each index assumes $100 invested at the close of
trading on April 30, 1989, and is calculated assuming quarterly reinvestment
of dividends and quarterly weighting by market capitalization.
[THE STOCK PERFORMANCE GRAPH IS SUBMITTED IN PAPER UNDER COVER OF FORM SE]
The stock price performance depicted in the graph above is not
necessarily indicative of future price performance. The graph will not be
deemed to be incorporated by reference in any filing by NCH under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that NCH specifically incorporates the graph by reference.
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SECURITY OWNERSHIP OF
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of NCH's Common Stock as of June 1, 1994, by: (i)
persons known to management to beneficially own more than 5% of NCH's Common
Stock; (ii) each director and nominee for director; (iii) the three persons
holding the office of the Executive Committee and NCH's two other most highly
compensated executive officers (whose compensation exceeded $100,000 in
fiscal 1994); and (iv) all directors and executive officers of NCH as a
group. Except as noted below, each person included in the table has sole
voting and investment power with respect to the shares that the person
beneficially owns.
<TABLE>
<CAPTION>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
----------------------- ----------------------- ----------
<S> <C> <C>
Robert L. Blumenthal 2,683 *
J. Rawles Fulgham, Jr. (1) 2,000 *
Thomas F. Hetzer 0 -
Irvin L. Levy (2)(3) 1,558,206 18.8%
Lester A. Levy (2)(4) 1,500,358 18.1%
Milton P. Levy, Jr. (2)(5) 1,121,930 13.5%
Glen L. Scivally 0 -
Jerrold M. Trim (6) 0 -
Thomas B. Walker, Jr. 10,000 *
All directors and executive 4,147,693 50.1%
officers as a group (12 people)
</TABLE>
- - ------------------------------------
* Less than 1% of class.
(1) Of these shares, 700 are held by a Dallas bank in trust for the
retirement plan and benefit of Mr. Fulgham.
(2) The address of Messrs. Irvin, Lester, and Milton Levy is P.O. Box
152170, Irving, Texas 75015. The definition of beneficial ownership
under the rules and regulations of the Securities and Exchange
Commission requires inclusion of the same 29,000 shares held as
cotrustees by Messrs. Irvin, Lester, and Milton Levy for a family trust
in the totals listed above for each of Messrs. Irvin, Lester, and Milton
Levy.
(3) Irvin L. Levy owns a life estate interest in 1,000,000 shares included
in the table over which he has sole voting and investment power, and his
children own a remainder interest in such 1,000,000 shares. The table
includes the following shares, beneficial ownership of which Irvin L.
Levy disclaims: 25,633 shares held as trustee for his grandnephews and
grandniece over which he has sole voting and investment power, and
29,000 shares held as cotrustee with his brothers for a family trust
over which he shares voting and investment power.
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(4) Lester A. Levy owns a life estate interest in 625,194 shares included in
the table over which he has sole voting and investment power, and his
children own a remainder interest in such 625,194 shares. The table
includes the following shares, beneficial ownership of which Lester A.
Levy disclaims: 18,337 shares held as trustee for his grandnieces over
which he has sole voting and investment power, and 29,000 shares held as
cotrustee with his brothers for a family trust over which he shares
voting and investment power.
(5) The table includes the following shares beneficial ownership of which
Milton P. Levy, Jr. disclaims: 34,448 shares owned by his wife over
which he has no voting or investment power, 29,000 shares held as
cotrustee with his brothers for a family trust over which he shares
voting and investment power, and 2,106 shares held as cotrustee with his
daughters for their benefit over which he shares voting and investment
power.
(6) Windsor Association, Inc., of which Mr. Trim is president, has a
corporate policy against its employees owning any publicly traded
securities.
SELECTION OF AUDITORS
The Board of Directors has appointed KPMG Peat Marwick, Certified Public
Accountants, to continue to be the principal independent auditors of NCH,
subject to stockholder ratification at the Meeting. A representative of that
firm has been requested to be present at the Meeting and will have an
opportunity to make a statement if the representative desires to do so and to
respond to appropriate questions.
PROPOSALS OF STOCKHOLDERS
Stockholders of NCH who intend to present a proposal for action at the
1995 Annual Meeting of Stockholders of NCH must notify NCH's management of
such intention by notice received at NCH's principal executive offices not
less than 120 days in advance of June 22, 1995, for such proposal to be
included in NCH's proxy statement and form of proxy relating to such meeting.
ANNUAL REPORT
The Annual Report for the year ended April 30, 1994, is being mailed to
stockholders with this Proxy Statement. The Annual Report is not to be
regarded as proxy soliciting material. NCH will provide without charge to
each stockholder to whom this Proxy Statement and the accompanying form of
proxy are sent, on the written request of such person, a copy of NCH's annual
report on Form 10-K for the fiscal year ended April 30, 1994, including the
financial statements and the financial statement schedules, required to be
filed with the Securities and Exchange Commission. Requests should be
directed to NCH Corporation, Attention: Secretary, P. O. Box 152170, Irving,
Texas 75015.
Irvin L. Levy,
President
Irving, Texas
Dated: June 22, 1994
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/X/ Please mark your votes as in this example.
FOR WITHHOLD AUTHORITY
1. Election of Directors / / / /
Nominees are:
Jerrold M. Trim and Irvin L. Levy
Instruction: To withhold authority to vote for all nominees, mark
the Withhold Authority box. To withhold authority to vote for any
individual nominee, write the nominee's name on the line above.
2. Proposal to approve the incentive bonus plan for members of
the Executive Committee of the Board of Directors as described in
the proxy statement for the 1994 annual meeting of stockholders:
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to ratify the appointment of KPMG Peat Marwick as
independent auditors of NCH Corporation:
FOR / / AGAINST / / ABSTAIN / /
4. In their discretion, the proxies are authorized to vote upon
any other matters that may properly come before the meeting or
any adjournment thereof, subject to the limitations set forth in
the applicable regulations under the Securities Exchange Act of
1934. FOR / / AGAINST / / ABSTAIN / /
SIGNATURE_____________________________DATE_________________, 1994
SIGNATURE IF HELD JOINTLY___________________________________
DATE__________________, 1994
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee, guardian, officer or partner, please
indicated full title and capacity.
SEE REVERSE SIDE
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PROXY
NCH CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - JULY 28, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned, revoking all prior proxies, hereby appoints
James H. Stone, Tom Hetzer, and Joe Cleveland, and any one or
more of them, proxy or proxies, with full power of substitution
in each, and hereby authorizes them to vote for the undersigned
and in the undersigned's name, all shares of common stock of NCH
Corporation (the "Company") standing in the name of the
undersigned on June 1, 1994, as if the undersigned were
personally present and voting at the Company's annual meeting of
stockholders to be held on July 28, 1994, in Dallas, Texas, and
at any adjournment thereof, upon the matters set forth on the
reverse side hereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. IF NO DIRECTION
IS MADE, THEN THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3,
AND IN THE PROXIES' DISCRETION ON ALL OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING, INCLUDING MATTERS
INCIDENT TO THE CONDUCT OF SUCH MEETING.
(Continued and to be signed on reverse side)
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