<PAGE>
NCH CORPORATION AND SUBSIDIARIES
DEFINITIVE PROXY STATEMENT
REGARDING THE COMPANY'S 1999 ANNUAL MEETING OF STOCKHOLDERS
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 [ ] 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 Rule 14a-11(c) or Rule 14a-12
NCH Corporation
---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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
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fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
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<PAGE>
[LOGO]
2727 Chemsearch Boulevard
Irving, Texas 75062
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 22, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NCH
Corporation will be held in the Gourmet Room II of the Crescent Club, 17th
Floor, 200 Crescent Court (at the corner of Pearl and Cedar Springs
Streets), Dallas, Texas, on Thursday, the 22nd day of July, 1999, at
10:00 a.m., Central Daylight Time, for the following purposes:
1. To elect three Class II directors of NCH to hold office until the next
annual election of Class II 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, 2000.
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 Tuesday,
June 1, 1999, 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, 1999
<PAGE>
[LOGO]
2727 Chemsearch Boulevard
Irving, Texas 75062
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 22, 1999
Dated: June 22, 1999
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 22,
1999 (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 22, 1999.
<PAGE>
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, 1999. On that date
there were 5,408,294 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.
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 II positions are due for nomination and
election at the Meeting. The Class III and Class I positions will be due
for nomination and election at the annual meetings of stockholders to be
held in 2000 and 2001, 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 Milton P. Levy, Jr., Thomas B. Walker, Jr., and Robert
L. Blumenthal as the Class II directors. Messrs. Milton P. Levy, Jr.,
Thomas B. Walker, Jr., and Robert L. Blumenthal 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. Milton
P. Levy, Jr., Thomas B. Walker, Jr., and Robert L. Blumenthal 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."
<PAGE>
Class I Directors
Rawles Fulgham, 71, has been a director of NCH since 1981. Mr. Fulgham
was an executive director of Merrill Lynch Private Capital Inc. from 1982
until 1989, and served as a Senior Advisor to Merrill Lynch & Co., Inc.
from 1989 until 1998. He is also a director, the Chairman of the Board and
the Chief Executive Officer of Global Industrial Technologies, Inc.,
located in Dallas, Texas. Mr. Fulgham also serves on the boards of BancTec,
Inc. and Dorchester Hugoton, Ltd., and from 1975 through October 1998 served
on the board of Dresser Industries, Inc. until it was merged with
Halliburton Company. Mr. Fulgham is a member of the Audit Committee and
the Compensation Committee.
Lester A. Levy, 76, 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 a member of the Stock Option Committee and the
Executive Committee.
Class II Directors and Nominees
Robert L. Blumenthal, 68, 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., 75, has been a director of NCH since 1987. Mr.
Walker was a general partner of Goldman, Sachs & Co. from 1968 until 1984
and a limited partner of The Goldman Sachs Group, L.P. ("Goldman Sachs")
from 1984 through May 1999, when he assumed his current position as a
Senior Director to Goldman Sachs. Mr. Walker is also a director of
Sysco Corporation and Riviana Foods, Inc. He is a member of the Audit
Committee and the Compensation Committee.
Milton P. Levy, Jr., 73, 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 a member of the Stock Option Committee
and the Executive Committee.
If any of the above nominees for Class II 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 any of the above nominees
are, or will be, unavailable to serve as a director.
Class III Directors
Jerrold M. Trim, 62, 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 a member of
the Audit Committee and the Compensation Committee.
Irvin L. Levy, 70, 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.
<PAGE>
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 at
least 25 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
<PAGE>
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 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. The Executive Committee is 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
In 1994, the Compensation Committee, with assistance from an outside
consulting firm, determined the competitiveness of the compensation for
the Office of the Executive Committee. Based on survey and proxy analyses
performed by the consulting firm, the Compensation Committee adopted the
incentive bonus plan described below. All of the companies in the peer
group in NCH's performance graph on page 9 of this Proxy Statement, other
than Lilly Industries and Lubrizol Corporation, were included in the
analysis performed by the consulting firm.
<PAGE>
Although no formula or preset goal is used in setting the base salary
for the Office of the Executive Committee, performance in sales and
earnings as well as the current economic and competitive environment is
considered. The base salary for the Office of the Executive Committee for
fiscal 2000 is the same as the base salary for fiscal 1999.
NCH has adopted a separate strategy with respect to the incentive
compensation of the Office of the Executive Committee. 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 and Lester 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 of the Internal
Revenue Code (the "Code"), on April 28, 1994, the Compensation Committee of
the Board of Directors adopted an incentive bonus plan (the "Bonus Plan"),
for the Office of the Executive Committee, which was approved by the
stockholders 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. An amendment to the original formula for
determining the amounts of annual bonuses was adopted by the Compensation
Committee on June 7, 1996, which was approved by the stockholders at the
1996 Annual Meeting, because the formula could have resulted in a member
receiving over $1 million in annual compensation, which amount in excess
of $1 million would not have been deductible by NCH under Section 162(m) of
the Code. As amended, the formula provides as follows. Increases from
10% to less than 15% will result in payment of a $225,000 bonus to each
member of the Executive Committee. Increases of 15% or greater will result
in payment of a $325,000 bonus to each Executive Committee member. For
fiscal 1999, no bonus was payable because NCH's net income did not
increase by 10% or more over its net income for fiscal 1998.
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.
<PAGE>
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.
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 1999) for services
rendered in all capacities to NCH during the fiscal years ended April 30,
1999, 1998, and 1997.
<PAGE>
SUMMARY COMPENSATION TABLE
Name and Annual Compensation(1)
Principal Fiscal ---------------------- All Other
Positions Year Salary(2) Bonus Compensation (3)
-------------- ----- --------- ------- ----------------
Irvin L. Levy,
President 1999 $913,106 $ - $4,000
1998 889,420 - 4,000
1997 862,282 - 3,700
Lester A. Levy,
Chairman
of the Board 1999 918,667 - 3,200
1998 894,087 - 3,200
1997 866,263 - 3,000
Milton P. Levy, Jr.,
Chairman of the
Executive
Committee 1999 920,636 - 3,200
1998 896,074 - 3,200
1997 867,598 - 3,000
Thomas F. Hetzer,
Vice President
- Finance 1999 235,995 11,000 4,000
1998 221,331 28,000 4,000
1997 205,883 - 3,700
Glen L. Scivally,
Vice President
and Treasurer 1999 205,765 6,000 4,000
1998 195,846 27,000 4,000
1997 182,357 - 3,700
----------------------
(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.
<PAGE>
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. Payment under these
agreements is $500,000 per year for each of Messrs. Irvin L. Levy, Lester
A. Levy and Mr. Milton P. Levy, Jr., subject to adjustment each year for
increases in the United States Consumer Price Index for the preceding year.
FIVE YEAR COMPARISON OF CUMULATIVE TOTAL RETURN
The following graph presents NCH's cumulative stockholder return during
the period beginning April 30, 1994, and ending April 30, 1999. 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.
("Betz"), The Dexter Corporation, Ecolab Inc., Lawson Products, Inc.,
Lilly Industries ("Lilly"), Lubrizol Corporation ("Lubrizol"), Nalco
Chemical Company, National Service Industries, Inc., Petrolite Corporation
("Petrolite"), Premier Industrial Corporation ("Premier"), Quaker Chemical
Corporation, Safety-Kleen Corp. ("Safety-Kleen"), and Snap-On Tools
Corporation. During fiscal year 1997, Premier was acquired by another
corporation. Since Premier's shareholder return is no longer available,
it was excluded from the peer group for performance after 1996. During
fiscal year 1998, Petrolite was acquired by another corporation and,
therefore, was excluded from the peer group for performance after 1997.
During fiscal year 1999, Betz was acquired by another corporation, and was
excluded from the peer group for performance after 1998. Due to these
acquisitions, Lilly and Lubrizol were added to the peer group. The
index that includes Lilly and Lubrizol is designated below as "New Peer
Group." For comparison purposes, the index without Lilly and Lubrizol
is included as "Former Peer Group." Each index assumes $100 invested at
the close of trading on April 30, 1994, and is calculated assuming
quarterly reinvestment of dividends and quarterly weighting by market
capitalization.
[STOCK PERFORMANCE GRAPH FILED UNDER COVER OF FORM S-E]
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
NCH Corporation 100 109 103 116 119 105
S&P 500 Index 100 117 153 191 270 329
Former Peer Group 100 106 127 161 198 200
New Peer Group 100 94 106 134 160 148
Data source: S&P Compustat, a division of McGraw-Hill, Inc.
<PAGE>
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.
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, 1999, 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 1999); 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
Beneficial Owner of Beneficial Ownership Percent of Class
---------------- ----------------------- ----------------
Robert L. Blumenthal 2,683 *
Rawles Fulgham (1) 2,000 *
Thomas F. Hetzer 0 -
Irvin L. Levy (2)(3) 1,445,248 26.7%
Lester A. Levy (2)(4) 1,442,334 26.7%
Milton P. Levy, Jr. (2)(5) 44,000 *
Glen L. Scivally 0 -
Jerrold M. Trim (6) 0 -
Thomas B. Walker, Jr. 10,000 *
All directors and executive 2,895,778 53.5%
officers as a group (12 people)
Bank One Corp. (7) 490,820 9.1%
------------------------
* 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.
<PAGE>
(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 29,000 shares held as cotrustee with his brothers for a family
trust over which he shares voting and investment power, the beneficial
ownership of which Mr. Levy disclaims.
(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 29,000 shares held as cotrustee with his brothers for a family
trust over which he shares voting and investment power, the beneficial
ownership of which Mr. Levy disclaims.
(5) The table includes 29,000 shares held by Milton P. Levy, Jr. as
cotrustee with his brothers for a family trust over which he shares voting
and investment power, the beneficial ownership of which Mr. Levy disclaims.
Effective May 26, 1998, NCH repurchased from Milton P. Levy, Jr. an
aggregate of 1,014,767 shares of NCH Common Stock for a purchase price of
$61,789,162, in addition to shares of NCH Common Stock from certain
members of his family and trusts for their benefit. See discussion in
"Certain Transactions" in this proxy.
(6) Windsor Association, Inc., of which Mr. Trim is president, has a
corporate policy against its employees owning any publicly traded
securities.
(7) The table sets forth Bank One Corp.'s stockholding based on its latest
Schedule 13G filed with the SEC dated as of February 1, 1999. Bank One
Corp. reports its address as One First National Plaza, Chicago, Illinois
60670. It has sole dispositive power over 490,820 shares, shared
dispositive power over 0 shares, sole voting power over 490,820 shares, and
shared voting power over 0 shares. The Schedule 13G was originally filed
by First Chicago NBD Corporation, which was merged with Banc One Corp.
effective October 2, 1998. Bank One Corp. is the surviving corporation in
the merger.
CERTAIN TRANSACTIONS
On May 26, 1998, the Board of Directors authorized the repurchase of an
aggregate of 1,266,176 shares of NCH Common Stock from Milton P. Levy, Jr.,
certain members of his family, including his children, their spouses and his
grandchildren, and trusts for the benefit of his family members. The
repurchases were consummated effective as of May 26, 1998, at a price of
$60.89 per share. The total received by Milton P. Levy, Jr. was $61,789,162
for 1,014,767 shares; by Marjorie K. Levy (Mr. Levy's wife) was $2,097,539
for 34,448 shares; and by Mr. Levy's three daughters (Nancy Levy Szor,
Sally Levy Rosen, and Kathy Levy Hornbach), their spouses and Mr. Levy's
grandchildren or trusts for their benefit $13,210,755 for 216,961 shares.
The closing trading price of NCH Common Stock on May 26, 1998, was $65.44.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During fiscal 1999, Milton P. Levy, Jr. failed to report on a Form 4 in
June 1998 the transaction described in "Certain Transactions" above.
However, such transaction was reported by NCH on a Current Report on Form
8-K filed with the SEC on June 3, 1998, and in NCH's Proxy Statement for the
1998 Annual Meeting of Stockholders. The failure to report was inadvertant
and was corrected on Milton P. Levy, Jr.'s Form 5 filed for June 1999.
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
1999 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, 2000, 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, 1999, 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, 1999,
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.
/s/ Irvin L. Levy
------------------
Irvin L. Levy,
President
Irving, Texas
Dated: June 22, 1999
<PAGE>
PROXY CARD
NCH CORPORATION
ANNUAL MEETING OF STOCKHOLDERS-JULY 22, 1999
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, 1999, as if the undersigned were personally
present and voting at the Company's annual meeting of stockholders to be
held on July 22, 1999, 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 reverse side)
<PAGE>
FOR WITHHOLD AUTHORITY
1. Election of Directors / / / /
Nominees: Milton P. Levy, Jr., Thomas B. Walker, Jr., and
Robert L. Blumenthal
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Instruction: To withhold authority to vote for all nominees, mark the
Withhold Authority box. To withhold authority to vote for any individual
nominees, write the nominee's name on the line above.
2. Proposal to ratify the appointment of KPMG Peat Marwick LLP 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: , 1999
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Signature
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Signature if held jointly
NOTE: Please sign exactly as name appears hereon. Joint owner should each
sign. When signing as attorney, executor, administrator, trustee, guardian,
officer or partner, please indicate full title and capacity.
<PAGE>
