<PAGE>
[N-S logo] National-Standard
Corporate Headquarters
[Vertical
Line]
Michael B. Savitske
President and
Chief Executive
Officer
December 15, 1994
Dear Shareholder:
You are cordially invited to attend the Annual
Meeting of Shareholders which will be held on
January 26, 1995, 9:30 AM (local time) at the
Holiday Inn - Downtown, located at 213 West
Washington Street, South Bend, Indiana.
The matters expected to be acted upon at the meeting
are described in the attached Proxy Statement. In
addition, we will report on the 1995 outlook for the
Company, and shareholders will have the opportunity
to ask questions and meet our officers, directors
and auditors present at the meeting.
We are pleased by our shareholders' continued
interest in National-Standard and appreciate that in
the past, so many of you have voted your shares in
person or by proxy; we hope that you will continue
to do so and urge you to return your proxy card
promptly. In this way, you can be sure your shares
will be voted at the meeting, and you will help us
avoid the expense of a follow-up mailing.
Sincerely,
<PAGE>
NATIONAL-STANDARD COMPANY
1618 TERMINAL ROAD
NILES, MICHIGAN 49120
_______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 26, 1995
_______________
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
NATIONAL-STANDARD COMPANY will be held at the Holiday Inn - Downtown,
located at 213 West Washington Street, South Bend, Indiana, on the 26th day
of January, 1995 at 9:30 AM (EST) for the following purposes:
(1) To elect two directors to serve three years;
(2) To consider any other matters which may properly come before the
meeting or any adjournment thereof.
Accompanying this notice of annual meeting is a form of proxy, a proxy
statement, and a copy of the Company's Annual Report for the fiscal year
ending September 30, 1994, all to be mailed on or about December 15, 1994.
The stock transfer books of the Company will not be closed, but only
shareholders of record as of the close of business on December 2, 1994 will
be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
R. J. VanSteelandt
Secretary
Niles, Michigan
December 15, 1994
IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES, IT IS IMPORTANT THAT YOUR STOCK BE
REPRESENTED AT THE MEETING. THEREFORE, PLEASE FILL IN, DATE, SIGN THE
ENCLOSED PROXY, AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO STAMP
NECESSARY IF MAILED IN THE UNITED STATES.
<PAGE>
NATIONAL-STANDARD COMPANY
NILES, MICHIGAN
________________
PROXY STATEMENT
Annual Meeting of Shareholders, January 26, 1995
This Proxy Statement is furnished by the Board of Directors (the
Board ) of National-Standard Company (the Company ), in connection with
its solicitation of proxies for use at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on Thursday, January 26, 1995 and at any
adjournment thereof. Mailing of the proxy material will begin on or about
December 15, 1994. Shareholders of record as of December 2, 1994 of the
Company's Common Stock will be entitled to one vote for each share held on
all matters to come before the meeting.
On December 2, 1994, there were outstanding 5,364,713 shares of Common
Stock; no other securities are entitled to vote at the meeting.
Stock Ownership of Certain Beneficial Owners and Management
Set forth in the following table are the beneficial holdings on
December 2, 1994 of each person known by the Company to own beneficially
more than 5% of its common stock, executive officers named in the Summary
Compensation Table and all executive officers and directors as a group.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock
Beneficial Owner or Management Owned Beneficially % of Class (6)
<S> <C> <C<
National-Standard Company 1,476,779(1) 27.5
Master Investment Trust
c/o Boulevard Bank, N.A.
410 North Michigan Avenue
Chicago, Illinois 60611
National-Standard Company 642,921(2) 12.0
Employees' Stock Savings Trust
c/o Comerica Bank
Renaissance Center
Detroit, Michigan 48243
Dimensional Fund Advisors, Inc. 285,100(3) 5.3
1299 Ocean Avenue, Suite 650
Santa Monica, California 90401
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<PAGE>
The Killen Group, Inc. 374,850(4) 7.0
1189 Lancaster Avenue
Berwyn, Pennsylvania 19312
Michael B. Savitske 9,401 -
William D. Grafer 6,913 -
Executive Officers and
Directors as a Group 78,031(5) 1.5
</TABLE>
(1) Boulevard Bank, N.A. has informed the Company that it held, as of
December 2, 1994, such shares of the Company's Common Stock as Trustee
under the Company's Master Investment Trust. Under the terms of the
Trust, the Company's Investment Committee directs the Trustee with
respect to disposition and voting of such shares.
(2) Comerica Bank has advised the Company that it held, as of December 2,
1994, such shares as Trustee under the Company's Employees' Stock
Savings Plan. Under terms of the Trust, the shares held therein
(allocated and unallocated) are voted by the Trustee in the same
proportion as the voting instructions received from the Plan's
participants.
(3) Dimensional Fund Advisors, Inc. ( Dimensional ), a registered
investment adviser, is deemed to have beneficial ownership of 285,100
shares of the Company's Common Stock as of December 2, 1994, all of
which shares are held in portfolios of DFA Investment Dimensions
Group, Inc. (the Fund ), a registered open-end investment company, or
in series of the DFA Investment Trust Company (the "Trust"), a
Delaware business trust, or the DFA Group Trust and the DFA
Participating Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
Dimensional has sole dispositive power for all 285,100 shares and sole
voting power for 158,100 of those shares. Persons who are officers of
Dimensional also serve as officers of the Fund and the Trust, each an
open-end management investment company registered under the Investment
Company Act of 1940. In their capacity as officers of the Fund and
the Trust, these persons vote 107,900 additional shares which are
owned by the Fund and 19,100 shares which are owned by the Trust.
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<PAGE>
(4) The Killen Group, Inc. ( Killen ), has accumulated 374,850 shares of
the Company's Common Stock as of November 28, 1994. Killen has
accumulated these shares for investment purposes and does not exert
voting control over the majority of these shares. Killen does have
the power to increase or decrease this investment position.
(5) Shares shown as beneficially owned include 26,885 shares held in trust
under the Employees' Stock Savings Plan, but do not include 168,799
shares which may be acquired within 60 days of December 2, 1994
through the exercise of stock options under the Long-Term Incentive
Plan and the 1993 Management Stock Option Plan.
(6) Less than 1% unless otherwise indicated.
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<PAGE>
ELECTION OF DIRECTORS (Proposal 1)
The Board of Directors is composed of seven members divided into two
classes of two members each and one class of three members, with one class
being elected in each year to serve a three-year term, all as provided in
the Certificate of Incorporation and the By-Laws. Unless otherwise
specified, proxies will be voted to elect Mr. David F. Craigmile and Mr.
Donald F. Walter for three-year terms.
If any nominee should not be able to serve (which management has no
reason to anticipate), the proxies will be voted for such person as shall
be designated as a replacement by the Board of Directors. Information
relative to the nominees for election and directors continuing in office is
set forth in the following table. No nominee or director owns more than
one percent of the Company's Common Stock.
<TABLE>
<CAPTION>
Common Stock
Principal Occupation Year First Owned Bene-
and Other Became a ficially as of
Name Age Information Director Dec. 2, 1994 (1)
Nominees to serve until the annual meeting in 1998:
<S> <C><C> <C> <C>
David F. Craigmile 66 Director, Elkay 1989 150
Manufacturing Company;
formerly President,
Elkay Manufacturing
Company (plumbing and
drinking water products),
1985 to 1994.
Donald F. Walter 62 Financial Consultant, 1983 800 (2)
Walter & Keenan Financial
Consulting Co.; Director,
MetroBanCorp., CerProbe
Corp.
Directors to serve until the annual meeting in 1997:
Michael B. Savitske 53 President and Chief 1989 9,401 (3)
Executive Officer of
the Company.
Charles E. Schroeder 59 President, Miami Cor- 1973 24,690 (4)
poration (a private
investment company).
- 5 -
<PAGE>
Common Stock
Principal Occupation Year First Owned Bene-
and Other Became a ficially as of
Name Age Information Director Dec. 2, 1994 (1)
Directors to serve until the annual meeting in 1996:
Harold G. Bernthal 66 Chairman, CroBern, Inc. 1986 10,200
(health care management
and investment company);
Director, Butler Manufac-
turing Company, Nalco
Chemical Company.
John E. Guth, Jr. 66 Chairman of the Board of 1972 4,700
the Company since July
1989; previously President
and Chief Executive Officer,
SRA Division of MacMillan/
McGraw Hill School Publish-
ing Co. (educational
publications),1989 to 1992.
Ernest J. Nagy 64 Chairman, Sudler, Nagy, 1986 7,000 (5)
Inc. (real estate manage-
ment and investments);
previously President and
Chairman, Riblet Products
Corporation (recreational
vehicle and manufactured
housing components), 1975
to 1990.
</TABLE>
(1) Includes in some cases shares held in fiduciary capacity or by wives,
children or relatives. The inclusion of these shares is not an
admission of beneficial ownership for any other purpose. Each nominee
or director has sole voting and investment power over the shares shown
as beneficially owned except as noted in footnotes (3) and (4) below
and except for shares held in the Employees' Stock Savings Plan, as to
which they have sole voting but no investment power.
(2) Not included are 5,000 shares owned by the Edward and Irma Hunter
Foundation, on which board Mr. Walter serves as trustee and shares
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<PAGE>
voting and investment power with other trustees. Mr. Walter disclaims
beneficial ownership of such shares.
(3) Shares shown as beneficially owned include 9,001 shares held in trust
under the Employees' Stock Savings Plan but do not include 103,941
shares which may be acquired within 60 days of December 2, 1994
through the exercise of stock options under the Long-Term Incentive
Plan and the 1993 Management Stock Option Plan.
(4) Includes 22,471 shares voted by Mr. Schroeder as trustee of certain
family trusts. The inclusion of these shares is not an admission of
beneficial ownership for any other purpose.
(5) Includes 2,000 shares owned through JNS Realty partnership.
The affirmative vote of the holders of a plurality of the shares of
Common Stock represented at the Annual Meeting is required for the election
of directors.
The Board of Directors recommends a vote FOR election of the two
nominees to serve until the Annual Meeting in 1998 (Proposal 1).
Organization and Remuneration of the Board
The Board of Directors has a standing Audit Committee, a
Compensation/Nominating Committee, and an Executive Committee.
The Audit Committee, composed of non-employee directors, oversees the
audit of the corporate accounts through independent public accountants whom
it recommends for selection by the Board of Directors. The Committee
reviews the scope of the audit with such accountants and their related
fees. The Audit Committee held three meetings during the fiscal year ended
September 30, 1994. Its members are Mr. Bernthal, Chairman, Mr. Nagy, and
Mr. Schroeder.
The Compensation/Nominating Committee, composed of non-employee
directors, reviews and recommends executive and director compensation,
including bonus payments to elected corporate officers. It also has as its
stated purpose to develop, establish and recommend to the Board criteria
for the nomination and tenure of the directors and to submit for approval
of the Board nominees for election as directors at each annual meeting of
shareholders and for any vacancy that may occur on the Board from time to
time. The Committee may consider nominees recommended by shareholders or
anyone else, or, in its discretion, may limit its consideration to nominees
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<PAGE>
selected by the Committee. Any shareholder wishing to recommend a nominee
may forward such recommendation to the Compensation/Nominating Committee,
c/o the Secretary of the Company. The Committee members communicate with
each other from time to time in person and by telephone and act on matters
by either a formal meeting or by unanimous written consent. The Committee
held two meetings during the 1994 fiscal year. Its members are Mr. Walter,
Chairman, Mr. Craigmile, Mr. Guth, and Mr. Schroeder.
The Executive Committee has, during the interval between regular
meetings of the Board of Directors, the authority to exercise all the
powers of the Board which may be legally delegated to it in the management
and direction of the business and affairs of the Company. The current
members of the Committee are Mr. Craigmile, Chairman, Mr. Guth, and Mr.
Savitske. The Committee met five times in 1994.
The Company's Board of Directors held eight meetings during the 1994
fiscal year. All current directors were present for 75% or more of the
total number of meetings of the Board and its Committees.
Under the Company's Directors' Retirement Income Plan, a non-employee
director is entitled to receive an annual retirement benefit, paid
quarterly, equal to the annual retainer payable to such director during his
last full year on the Board. Such director's normal retirement date is the
later of age 70 or the end of any term of service on the Board in which he
attains age 70. No director whose appointed or elected service on the
Board is less than five years will be entitled to a retirement benefit.
Such amount is payable over a period as measured by the shortest of:
(a) life, or
(b) years of service on the Board as computed in full quarters, or
(c) 10 years.
The above benefits are payable only to the retired director. In the
event of death while on the Board, a death benefit equal to a full year's
retainer fee will be paid to such director's designated beneficiary.
Directors who are employees of the Company receive no additional
compensation for service on the Board. Directors who are not employees of
the Company each receive an annual retainer of $12,000 (the Chairman's
retainer is $36,000), plus a fee of $800 for each Board or Committee
meeting attended and $250 for each subsequent meeting attended in the same
day. All directors are reimbursed out-of-pocket expenses in attending
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<PAGE>
Board or Committee meetings; directors, as such, do not participate in any
Executive Compensation Plans.
COMPENSATION/NOMINATING COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report by the Compensation/Nominating Committee shall not be
deemed to be incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934 and shall not
otherwise be deemed filed under such Acts.
Fiscal 1994 Performance
In fiscal 1994, the Company's management continued to pursue the plan
of refinancing debt, exiting non-profitable and nonstrategic product lines
and subsidiaries, and investing in the core wire and air bag materials
business. The 1994 net loss of $4.6 million included $4.9 million for
costs associated with the closing of the Columbiana, Alabama facility and
relocation of a portion of production capacity to other Company facilities.
These costs, when considered with approximately $4.3 million of excess
operating expenses related to the work stoppage at the Columbiana facility,
and the $1.5 million reduction in the net realizable value of the Clifton,
New Jersey property recorded in 1994, show the continued improvement
expected.
The Committee believes that the Company is positioned for renewed
profitability in 1995 and beyond.
Executive Compensation Philosophy
The Company's compensation program for officers is based on two
objectives:
(1) Attract and retain qualified, talented and effective executives.
(2) Motivate those executives to maximize profits and returns to
shareholders.
To that end, the Company's executive compensation program has the
following components:
Base Salaries are currently targeted at or below the 50th percentile
(median) for similar-size manufacturing companies. Base salaries for most
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<PAGE>
officers are below median competitive levels, based on surveys of similar-
size companies comparable in sales and financial condition.
Annual Incentive Compensation opportunities are currently targeted to
be below median competitive levels for similar-size manufacturing
companies. Incentive awards can vary significantly, depending primarily on
Company net income. No incentive awards are made if the Company does not
generate a profit. Consequently, no incentive awards have been paid to
officers for several years.
Long-Term Incentive opportunities are now targeted at or below median
competitive levels for similar-size manufacturing companies and are based
solely on the Company's long-term stock performance. After several years
with no long-term incentives, the Board voted and the shareholders approved
the adoption of a stock option plan and granted stock options to executives
in 1993. There were no new grants in 1994.
1994 Actions
Subsequent to the 1992 fiscal year end, the Board conducted a thorough
review of the entire executive compensation program. This included a
careful analysis of the executive pay levels and incentive opportunities
relative to the market. This analysis resulted in the aforementioned stock
option plan and an annual incentive plan that is based on achieving net
income and reaching certain levels of performance towards goals established
annually by the Board of Directors.
Absent the effect of the previously mentioned Columbiana work stoppage
and closure, and the Clifton adjustment, the Company would have had net
income and made more substantial improvement towards meeting its profit
plan objectives. The performance graph on page 9, although not an absolute
determinant, is another indicator of the improvements and progress made by
the Company. Taking all of this into account, the Board granted salary
increases to all officers during the fiscal year.
- 10 -
<PAGE>
The 1994 actions are in keeping with the compensation philosophy
stated above.
Compensation/Nominating Committee:
Donald F. Walter
David F. Craigmile
John E. Guth, Jr.
Charles E. Schroeder
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compen-
Annual Compensation sation Awards
(a) (b) (c) (d) (g) (i)
Other
Annual Options/ All Other
Compen- SARs Compen-
Name & Principal Position Year Salary sation(1) (#) sation(2)
<S> <C> <C> <C> <C> <C>
Michael B. Savitske 1994 $218,750 $900 - $4,620
President and Chief 1993 200,000 700 100,000 4,497
Executive Officer 1992 175,000 600 - 5,112
William D. Grafer 1994 134,000 625 - 4,020
Vice President, Finance 1993 126,500 700 27,000 3,796
1992 115,000 650 - 3,451
</TABLE>
(1) Amounts reimbursed during the fiscal year for payment of taxes.
(2) Amounts are Company-matching contributions to the Employees' Stock
Savings Plan.
YEAR-END OPTION/SAR VALUE TABLE
<TABLE>
<CAPTION>
(a) (d) (e)
Number of Unexercised Value of Unexercised In-
Options/SARs at The-Money Options/SARs
Name Sept. 30, 1994 at Sept. 30, 1994
(All Exercisable) (All Exercisable)
<S> <C> <C>
Michael B. Savitske 103,941 $295,382
William D. Grafer 30,200 84,025
</TABLE>
SALARIED EMPLOYEES' RETIREMENT PLAN
The Salaried Employees' Retirement Plan (the Plan ) is a defined
benefit plan and provides for an annual lifetime pension at normal
retirement age (the later of age 65 or five years of participation in the
Plan) equal to 1.5% of the participant's total cash compensation from the
Company (including any contributions made to the Employees' Stock Savings
Plan from their pre-tax remuneration) for the period of covered employment
occurring after October 1, 1987. The compensation elements upon which the
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<PAGE>
Plan benefits are based are salary, commissions and payments of cash awards
under the various incentive plans.
The Company funds the entire cost of the Plan by periodic contributions
to the Plan trust on an actuarial basis. Company contributions to the trust
are not allocated to the account of any particular employee; officers
participate in the Plan on the same basis as all other employees of the
Company who are covered by the Plan.
Should they continue their covered employment with the Company at their
1994 annual rate of total cash compensation until attainment of normal
retirement age, the annual lifetime pension at normal retirement age under
the Plan would be $41,130 for Mr. Savitske and $41,995 for Mr. Grafer.
- 13 -
<PAGE>
National-Standard Company
Relative Market Performance
Total Return for Fiscal Years Ending September 30
[ Line Chart ]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C>
N-S Co. $ 50 $ 16 $ 33 $ 91 $131
S&P 400 86 129 145 179 182
Peer Group 81 99 104 129 149
</TABLE>
Assumes $100 invested October 1, 1989 in National-Standard Co. Common
Stock, S&P 400 Midcap index and industry peer group (dividends reinvested).
Peer Group Used in Performance Chart
The peer group shown in the performance chart is a subset of the
"Specialty and Other Products" subgroup of the Standard and Poor's Steel
and Heavy Machinery group and consists of the following companies:
Birmingham Steel Corp., Carpenter Technology, Chaparral Steel Company,
Commercial Metals, Keystone Construction Industries, Inc., Lukens, Inc.,
Quanex Corp., and Timken Co. The group is the same as was used in prior
years with the exception of two companies (Athlone Inds. and Copperweld
Corp.), which were acquired or merged within the past twelve months.
- 14 -
<PAGE>
COMPENSATION/NOMINATING COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company maintains normal banking and short-term loan relationships
with the Boulevard Bank, N.A., which also acts as trustee of certain
employee benefit plans of the Company. During the fiscal year ended
September 30, 1994, fees and interest on borrowings in the amount of
$115,684 were paid to Boulevard Bank, N.A. Mr. Guth and Mr. Schroeder,
members of the Compensation/Nominating Committee, served as directors of
such bank for a portion of the year.
INFORMATION REGARDING OTHER TRANSACTIONS
The Company has existing Supplemental Compensation Agreements with all
officers of the Company (four persons including Mr. Savitske) which,
following a change in control of the Company, provide, among other things,
for a termination compensation payment equal to two years' compensation to
the officer in the event of his termination of employment by the Company or
by such officer in the event of a substantial change in his job
responsibilities.
A "change in control" is defined in such Agreements as the acquisition
by any person or entity (other than any employee benefit plan) of 40% or
more of combined voting power of the Company's outstanding securities, or a
change in the membership of a majority of the Board of Directors following
the acquisition by any person or entity (other than an employee benefit
plan) of 20% or more of the combined voting power of the Company's
outstanding securities. These Agreements extend through September 30,
1996.
AUDITORS
During 1994, the Company engaged the firm of KPMG Peat Marwick as
independent public accountants to render audit services, including such
matters as the annual audit of financial statements for the Company and its
subsidiaries. Upon the recommendation of the Audit Committee, the Board of
Directors has appointed KPMG Peat Marwick as independent auditors for the
fiscal year ending September 30, 1995. A representative of KPMG Peat
Marwick will be present at the meeting with the opportunity to make a
statement if appropriate and will be available to respond to questions.
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<PAGE>
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K
The Company is required to file an annual report, called Form 10-K,
with the Securities and Exchange Commission. A copy of Form 10-K for the
fiscal year ended September 30, 1994 will be made available without charge
to any person entitled to vote at the Annual Meeting. Written request
should be directed to R. J. VanSteelandt, Office of the Corporate
Secretary, National-Standard Company, 1618 Terminal Road, Niles, Michigan
49120.
MISCELLANEOUS
Cost of Solicitation
The cost of soliciting proxies from the shareholders of the Company
will be borne by the Company. Proxies may be solicited by mail, personal
interviews, telephone and telegraph. It is anticipated that banks,
brokerage houses and other custodians, nominees or fiduciaries will be
requested to forward soliciting material to their principals and to obtain
authorization for the execution of proxies and will be reimbursed for their
charges and expenses incurred in connection therewith.
The Company has retained D. F. King & Co., 77 Water Street, New York,
New York to assist in the solicitation of proxies by such methods. D. F.
King & Co. will receive for such services a fee of $5,000.00 plus
out-of-pocket expenses and disbursements. Certain directors, officers and
regular employees of the Company may also solicit proxies by such methods
without additional remuneration therefor.
Submission of Shareholder Proposals
Shareholders may submit proposals on matters appropriate for
shareholder action at the Company's annual meetings, consistent with rules
and regulations of the Securities and Exchange Commission. To have such
proposals considered for inclusion in the Proxy Statement and Proxy of the
Board of Directors for the 1996 Annual Meeting, such proposals must be
received by the Secretary of the Company no later than August 15, 1995.
In addition, the Bylaws provide that in order for business to be
brought before the Annual Meeting, a shareholder must deliver written
notice to the Secretary of the Company not less than sixty (60) nor more
than ninety (90) days prior to the date of the meeting. The notice must
state the shareholder's name, address, number of shares of Common Stock
- 16 -
<PAGE>
held, and briefly describe the business to be brought before the meeting
and any material interest of the shareholder in the proposal.
Dividend Reinvestment Service Shares
For shareholders in the Company's Dividend Reinvestment Service offered
by the State Street Bank and Trust Company, Boston, Massachusetts, the Bank
will vote any shares that it holds for the participant's account in
accordance with the proxy returned by the participant to the Bank in
respect of the shares of the Company Stock held by the Bank in such
participant's account. Shares in respect of which a proxy or other written
instructions are not received by the Company or the Bank will not be voted.
Manner in Which the Proxies Will Be Voted
In the absence of contrary direction, the persons named in the enclosed
proxy propose to vote the proxies FOR the election of each of the above
nominees to the Board. Management knows of no other matter which may come
up for action at the meeting. However, if any other matter properly comes
before the meeting, the persons named in the proxy form enclosed will vote
in accordance with their judgment upon such matter. Abstentions and broker
non-votes will be counted to determine if a quorum is present. Broker non-
votes are not counted in determining the number of shares voted for or
against any proposal. However, an abstention by any shareholder is counted
as if it were a vote against any proposal.
Shareholders who do not expect to attend in person are urged to execute
and return the enclosed form of proxy. Moreover, it is important that the
proxies be returned promptly. A proxy may be revoked at any time before it
is actually voted at the Annual Meeting by delivering written notice of
revocation to the Secretary of the Company, by submitting a subsequently
dated proxy or by attending the meeting and withdrawing the proxy. A
shareholder may also be represented by another person present at the
meeting through executing a form of proxy designating such person to act on
such shareholder's behalf.
By Order of the Board of Directors,
R. J. VanSteelandt
Secretary
- 17 -
<PAGE>
PROXY NATIONAL-STANDARD COMPANY PROXY
Proxy Solicited by the Board of Directors
The undersigned, revoking all previous proxies, appoints MICHAEL
B. SAVITSKE and DONALD F. WALTER, or either of them, proxies of the
undersigned, with full power of substitution to vote all stock the
undersigned is entitled to vote at the National-Standard Company Annual
Meeting of Shareholders to be held on January 26, 1995, and any
adjournments thereof, (1) as specified on the matters set forth below and
(2) in their discretion on such other matters as may properly come before
the meeting.
The Board of Directors Recommends that you Vote WITH Authority
for the Election of Two Directors.
Proposal 1 - WITH / / WITHOUT / / Authority to vote for all nominees
listed below:
David F. Craigmile
Donald F. Walter
INSTRUCTION:
To withhold authority to vote
for any individual nominee, write
that nominee's name on the space
provided here: ______________________________
(Continued and to be signed on reverse side)
- 18 -
<PAGE>
(Continued from other side)
Account Number Number of Shares Proxy Number
THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED,
THIS PROXY WILL BE VOTED WITH AUTHORITY FOR THE ELECTION OF THE TWO
DIRECTORS PROPOSED.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders and Proxy Statement.
Dated:_________________, 19___
______________________________
(Signature of Shareholder)
______________________________
(Signature of Shareholder)
Please sign exactly as name appears
hereon. In signing as attorney,
executor, administrator, trustee or
guardian, please give full title of
such, and if signing for a corporation,
give your title. When shares are in the
names of more than one person, any one
may sign.
PLEASE DATE, SIGN, AND RETURN THIS CARD IN THE ENCLOSED ENVELOPE
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