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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 27, 1995
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 27th day
of July, 1995, at 10:00 a.m., Central Daylight Time, for the
following purposes:
1. To elect two Class I directors of NCH to hold office
until the next annual election of Class I directors by
stockholders or until their respective successors are duly
elected and qualified.
2. To ratify the appointment of KPMG Peat Marwick LLP,
Certified Public Accountants, to be the independent auditors
of NCH for the fiscal year ending April 30, 1996.
3. 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 Thursday, June 1, 1995, 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 20, 1995
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[LOGO]
2727 Chemsearch Boulevard
Irving, Texas 75062
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 27, 1995
Dated: June 20, 1995
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 27, 1995
(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
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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 20, 1995.
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, 1995. On that date there were 8,311,240
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.
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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 I positions are due for nomination and election at
the Meeting. The Class II and Class III positions will be
due for nomination and election at the annual meetings of
stockholders to be held in 1996 and 1997, 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 Rawles
Fulgham and Lester A. Levy as the Class I directors.
Messrs. Rawles Fulgham and Lester A. 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. Rawles
Fulgham and Lester A. 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."
Class I Directors
Rawles Fulgham, 67, 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, 72, 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, 64, 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.
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Thomas B. Walker, Jr., 71, 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 Riviana Foods, Inc. He is a
member of the Audit Committee and the Compensation
Committee.
Milton P. Levy, Jr., 69, 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, 58, 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, 66, 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 I 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.
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 once,
the Audit Committee met once, the Executive Committee met
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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.
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 is responsible for administering and
approving incentive compensation for the Office of the
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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 setting the
compensation for all other officers of NCH.
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 from 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 in 1994
adopted a fixed compensation plus an incentive bonus for
1995 based on Company performance which has been retained
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for fiscal 1996. 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 9 of this Proxy
Statement were 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, was
considered in setting the base 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 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.
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"), for members of the Executive Committee, which was
approved by shareholders at the 1994 Annual Meeting.
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 before accrual for
any bonus for the preceding fiscal year. If net income
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.
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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.
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
----------------------- ----------------------
Rawles Fulgham 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 Rawles Fulgham,
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 1995) for services
rendered in all capacities to NCH during the fiscal years
ended April 30, 1995, 1994, and 1993.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation (1) All Other
Principal Fiscal ----------------------- Compensa-
Positions Year Salary (2) Bonus tion (3)
--------- ------ ------------ -------- ---------
Irvin L. Levy,
President 1995 $ 857,539 $300,000 $3,700
1994 815,734 - 6,016
1993 794,029 - 5,184
Lester A. Levy,
Chairman of
the Board 1995 863,572 300,000 3,700
1994 822,635 - 5,316
1993 748,082 - 5,184
Milton P. Levy,
Jr., Chairman
of the Executive
Committee 1995 865,936 300,000 3,700
1994 963,877 - 6,016
1993 1,042,078 - 5,184
Thomas F. Hetzer,
Vice President -
Finance 1995 170,732 10,000 3,700
1994 153,410 5,725 3,416
1993 135,954 17,000 4,204
Glen L. Scivally,
Vice President
and Treasurer 1995 164,927 10,000 3,700
1994 151,352 5,250 3,421
1993 134,124 15,750 4,571
-------------------
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
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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.
Retirement Agreements
NCH has entered into retirement agreements allowing
retirement at any time after age 59-1/2 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 for Messrs. Irvin L.
Levy and Lester A. Levy and $535,000 per year for Mr. Milton
P. Levy, Jr., subject to adjustment each year after 1993 for
increases in the United States Consumer Price Index for the
preceding year.
CERTAIN TRANSACTIONS
NCH entered into split dollar life insurance agreements
with the sons and former son-in-law of Lester A. Levy and
sons of Irvin L. Levy who are, or were, NCH employees
concerning the purchase of life insurance policies insuring
Irvin L. Levy, Lester A. Levy, and Milton P. Levy, Jr. The
impact of these policies on after-tax earnings of NCH was
$42,000 in fiscal 1995. The insurance provides benefits
to the above indicated employees (or child of a former
employee) totalling $10,000,000 on the death of combinations
of insureds. NCH has been granted a security interest in
the cash value 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,
1990, and ending April 30, 1995. 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, 1990, and is calculated assuming quarterly reinvestment
of dividends and quarterly weighting by market
capitalization.
[STOCK PERFORMANCE GRAPH FILED UNDER COVER OF FORM S-E]
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, 1995, 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.
Name of Amount & Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Robert L. Blumenthal 2,683 *
Rawles Fulgham (1) 2,000 *
Thomas F. Hetzer 0 -
Irvin L. Levy (2)(3) 1,560,054 18.8%
Lester A. Levy (2)(4) 1,497,378 18.2%
Milton P. Levy, Jr.(2)(5) 1,119,158 13.5%
Glen L. Scivally 0 -
Jerrold M. Trim (6) 0 -
Thomas B. Walker, Jr. 10,000 *
All directors and
executive officers
as a group (12 people) 4,201,316 50.5%
Systematic Financial
Management, Inc.,
Cash Flow Investors,
Inc., and Kenneth S.
Hackel as a group (7) 496,686 6.0%
-------------------------
* 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
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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: 27,481 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.
(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: 19,261 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
trustee 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.
(7) Systematic Financial Management, Inc., Cash Flow
Investors, Inc. and Kenneth S. Hackel report their
address as Two Executive Drive, Fort Lee, New Jersey
07024. They report that Systematic Financial
Management, Inc. has sole dispositive power over
487,486 shares and shared voting power over 30,745
shares and sole voting power of 0 shares, and Cash Flow
Investors, Inc. has sole dispositive power over 9,200
shares and shared voting power over 9,200 shares and
sole voting power of 0 shares. Mr. Hackel is an
affiliate of Systematic Financial Management, Inc. and
Cash Flow Investors, Inc.
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SELECTION OF AUDITORS
The Board of Directors has appointed KPMG Peat Marwick
LLP, 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 1996 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 20, 1996, 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, 1995, 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, 1995, 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 20, 1995
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PROXY
NCH CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - JULY 27, 1995
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, 1995, as if the
undersigned were personally present and voting at the
Company's annual meeting of stockholders to be held on July
27, 1995, 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 AND 2, 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 the reverse side)
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/X/ Please mark your votes as in this example.
FOR WITHHOLD AUTHORITY
1. Election of Directors / / / /
Nominees: Rawles Fulgham and Lester A. 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 ratify the appointment of KPMG Peat Marwick
as independent auditors of NCH Corporation:
FOR / / AGAINST / / ABSTAIN / /
3. 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.
DATED: , 1995
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SIGNATURE
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SIGNATURE IF HELD JOINTLY
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
indicate full title and capacity.
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