[N-S logo] National-Standard
Corporate Headquarters
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Line]
Michael B. Savitske
President and
Chief Executive
Officer December 15, 1995
Dear Shareholder:
You are cordially invited to attend the Annual
Meeting of Shareholders which will be held on
January 25, 1996, 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 1996 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,
NATIONAL-STANDARD COMPANY
1618 TERMINAL ROAD
NILES, MICHIGAN 49120
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 25, 1996
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 25th day
of January, 1996 at 9:30 AM (EST) for the following purposes:
(1) To elect three 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, 1995, all to be mailed on or about December 15, 1995.
The stock transfer books of the Company will not be closed, but only
shareholders of record as of the close of business on December 1, 1995 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, 1995
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.
NATIONAL-STANDARD COMPANY
NILES, MICHIGAN
PROXY STATEMENT
Annual Meeting of Shareholders, January 25, 1996
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 25, 1996 and at any
adjournment thereof. Mailing of the proxy material will begin on or about
December 15, 1995. Shareholders of record as of December 1, 1995 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 1, 1995, there were outstanding 5,385,018 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 1, 1995 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<F6>
<S> <C> <C>
National-Standard Company
Master Investment Trust 1,475,079<F1> 27.4
c/o First Trust Illinois
410 North Michigan Avenue
Chicago, Illinois 60611
National-Standard Company 630,87<F2> 11.7
Employees' Stock Savings Trust
c/o Comerica Bank
Renaissance Center
Detroit, Michigan 48243
Dimensional Fund Advisors, Inc. 286,900<F3> 5.3
1299 Ocean Avenue, Suite 650
Santa Monica, California 90401
The Killen Group, Inc. 372,000<F4> 6.9
1189 Lancaster Avenue
Berwyn, Pennsylvania 19312
Michael B. Savitske 9,758 -
William D. Grafer 7,238 -
David L. Lawrence 5,662 -
Rene J. Van Steelandt 6,714 -
Executive Officers and Directors as a Group 63,272<F5> 1.2
<FN>
<F1> First Trust Illinois has informed the Company that it held, as of
December 1, 1995, 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.
<F2> Comerica Bank has advised the Company that it held, as of December 1,
1995, such shares as Trustee under the Company's Employees' Stock
Savings Plan. Under terms of the Trust, the shares held therein are
voted by the Trustee in the same proportion as the voting instructions
received from the Plan's participants.
<F3> Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 286,900
shares of the Company's Common Stock as of December 1, 1995, 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 286,900 shares and sole
voting power for 158,300 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 109,500 additional shares which are
owned by the Fund and 19,100 shares which are owned by the Trust.
<F4> The Killen Group, Inc. ("Killen"), has accumulated 372,000 shares of
the Company's Common Stock as of December 1, 1995. 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.
<F5> Shares shown as beneficially owned include 27,885 shares held in trust
under the Employees' Stock Savings Plan, but do not include 204,431
shares which may be acquired within 60 days of December 1, 1995
through the exercise of stock options under the Long-Term Incentive
Plan and the National-Standard Stock Option Plan.
<F6> Less than 1% unless otherwise indicated.
</FN>
</TABLE>
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. Harold G. Bernthal, Mr.
John E. Guth, Jr., and Mr. Ernest J. Nagy 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
Year Stock Owned
First Beneficially
Principal Occupation Became a as of Dec. 1,
Name Age and Other Information Director 1995<F1>
<S> <C><C> <C> <C>
Nominees to serve
until the annual
meeting in 1999:
Harold G. Bernthal 67 Chairman, CroBern, Inc. 1986 10,200
(health care management
and investment company);
Director, Butler Manufac-
turing Company, Nalco
Chemical Company.
John E. Guth, Jr. 67 Chairman of the Board of 1972 6,700
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 65 Chairman, Tri Star Distrib- 1986 7,000 <F2>
uting, Inc. (distributor of
electronic components for the
recreational vehicle industry);
previously Chairman, Sudler,
Nagy, Inc. (real estate manage-
ment and investments) 1990 to
1995; previously President and
Chairman, Riblet Products
Corporation (recreational
vehicle and manufactured housing
components), 1975 to 1990.
Directors to serve
until the annual
meeting in 1998:
David F. Craigmile 67 Director, Elkay Manufac- 1989 1,150
turing Company; formerly
President, Elkay Manufac-
turing Company (plumbing
and drinking water products),
1985 to 1994.
Donald F. Walter 63 Financial Consultant, Walter 1983 800 <F3>
& Keenan Financial Consulting
Co.; Director, MetroBanCorp.,
CerProbe Corp.
Directors to serve
until the annual
meeting in 1997:
Michael B. Savitske 54 President and Chief Exec- 1989 9,900 <F4>
utive Officer of the Company.
Charles E. Schroeder 60 President, Miami Corporation 1973 8,050 <F5>
(a private investment
company).
<FN>
<F1> 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.
<F2> Includes 2,000 shares owned through JNS Realty partnership.
<F3> Not included are 5,000 shares owned by the Edward and Irma Hunter
Foundation, on which board Mr. Walter serves as trustee and shares
voting and investment power with other trustees. Mr. Walter disclaims
beneficial ownership of such shares.
<F4> Shares shown as beneficially owned include 9,500 shares held in trust
under the Employees' Stock Savings Plan but do not include 123,941
shares which may be acquired within 60 days of December 1, 1995
through the exercise of stock options under the Long-Term Incentive
Plan and the National-Standard Stock Option Plan.
<F5> Includes 5,831 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.
</FN>
</TABLE>
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 three
nominees to serve until the Annual Meeting in 1999 (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 two meetings during the fiscal year ended
September 30, 1995. 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
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 four meetings during the 1995 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 six times in 1995.
The Company's Board of Directors held six meetings during the 1995
fiscal year. Except for Mr. Schroeder, who missed two Board of Directors
meetings and two Compensation/Nominating Committee meetings held on the
same day, all 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
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 1995 Performance
In fiscal 1995, 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 1995 net income of $7.4 million compared to prior year
losses is indicative of the level of success achieved in developing,
implementing, and adhering to a sound strategic plan.
The Committee believes that the Company is positioned for continued
improved profitability in 1996 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
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 had been paid to
officers for several years. The 1995 performance, however, has resulted in
incentive awards as noted elsewhere in this statement.
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 in 1993. Stock option grants were made
to executives in 1993 and 1995.
1995 Actions
Subsequent to the 1992 fiscal year end, the Board conducted a thorough
review of the entire executive compensation program. This review was
updated during 1995. It 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 toward goals established annually by the Board of Directors.
The Company has returned to profitability and exceeded its profit plan
objectives for the period involved. The performance graph on page 10,
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 certain officers during the
fiscal year.
The 1995 actions are in keeping with the compensation philosophy stated
above.
Compensation/Nominating Committee:
Donald F. Walter, Chairman
David F. Craigmile
John E. Guth, Jr.
Charles E. Schroeder
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compen-
Annual Compensation sation Awards
(a) (b) (c) (d) (e) (g) (i)
Other Annual All Other
Name and Compen- Options Compen-
Principal Position Year Salary Bonus sation<F1> (#) sation<F2>
<S> <C> <C> <C> <C> <C> <C>
Michael B. Savitske 1995 $243,750 $102,375 $550 20,000 $4,620
President and Chief 1994 218,750 0 900 - 4,620
Executive Officer 1993 200,000 0 700 100,000 4,497
William D. Grafer 1995 146,625 51,319 500 15,000 4,399
Vice President, 1994 134,000 0 625 - 4,020
Finance 1993 126,500 0 700 27,000 3,796
David L. Lawrence 1995 97,150 32,953 0 7,500 2,825
Treasurer, Assistant 1994 88,000 0 0 - 2,014
Secretary 1993 83,500 0 0 15,000 1,879
Rene J. VanSteelandt 1995 91,917 32,171 550 - 2,763
General Counsel and 1994 88,184 0 425 - 2,646
Secretary 1993 95,547 0 400 14,000 2,866
<FN>
<F1> Amounts reimbursed during the fiscal year for payment of taxes.
<F2> Amounts are Company-matching contributions to the Employees' Stock
Savings Plan.
</FN>
</TABLE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants For Option Term
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options
Granted to
Options Employees Exercise
Granted in Fiscal Price Expiration
Name (#) Year ($/Share) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Michael B. Savitske 20,000 29% $10.625 March 15, 2005 $133,640 $338,680
William D. Grafer 15,000 21% 10.625 March 15, 2005 100,230 254,010
David L. Lawrence 7,500 11% 10.625 March 15, 2005 50,115 127,005
</TABLE>
<TABLE>
YEAR-END OPTION VALUE TABLE
<CAPTION>
(a) (d) (e)
Value of Unexercised
Number of Unexercised In-The-Money
Name Options at Sept. 30, 1995 Options at Sept. 30, 1995
(All Exercisable) (All Exercisable)
<S> <C> <C>
Michael B. Savitske 123,941 $560,764
William D. Grafer 42,800 177,950
David L. Lawrence 23,690 99,448
Rene J. VanSteelandt 14,000 68,250
</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
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
1995 annual rate of cash compensation until attainment of normal retirement
age, the annual lifetime pension at normal retirement age under the Plan
would be $44,879 for Mr. Savitske; $46,591 for Mr. Grafer; $34,760 for
Mr. Lawrence; and $25,989 for Mr. VanSteelandt.
SUPPLEMENTAL RETIREMENT PLANS
The Supplemental Retirement Plan (the "SRP") provides an annual
supplemental pension benefit to any participant in the Salaried Employees'
Retirement Plan whose benefit under that plan is reduced or limited as a
result of rules set forth in the Internal Revenue Code. The funding of the
cost of this benefit will come from the general assets of the Company.
Should they continue their covered employment with the Company at their
1995 annual rate of cash compensation until attainment of normal retirement
age, the annual lifetime benefit at normal retirement age under the SRP
would be $20,700 for Mr. Savitske and $795 for Mr. Grafer.
The Company, with the recommendation of the Compensation/Nominating
Committee and approval of the Board of Directors, has entered into a
Targeted Retirement Benefit Plan (the "Plan) with Mr. Savitske and Mr.
Grafer. The provisions of the Plan provide that participants' retirement
benefit will not be less than 55% of final average earnings. To the extent
that Company funded benefits from the Salaried Employees' Retirement Plan
and all other sources do not achieve this target, the Plan will make up the
difference. The funding of the cost of this Plan will come from the
general assets of the Company.
Should they continue their covered employment with the Company at their
1995 annual rate of cash compensation until attainment of normal retirement
age, the estimated annual lifetime benefit at normal retirement age under
this Plan would be $12,500 for Mr. Savitske. There would be no estimated
annual lifetime benefit at normal retirement age under this Plan for Mr.
Grafer.
<TABLE>
National-Standard Company
Relative Market Performance
Total Return for Fiscal Years Ending September 30
[line chart]
<CAPTION>
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
N-S Co. $ 31 $ 66
$183 $263 $309
S&P 400 150 169 210 213 268
Peer Group 122 128 159 183 181
</TABLE>
Assumes $100 invested October 1, 1990 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.
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.
In April 1995, the Company entered into an employment agreement with
Mr. VanSteelandt providing for a monthly base salary of $7,083, a special
termination payment of $59,000 at the end of the agreement, and normal
fringe and other benefits. The initial term of the agreement is for twelve
months. It will be automatically extended for an additional twelve months
at March 31 of each year unless terminated by Mr. VanSteelandt or the
Company.
AUDITORS
During 1995, the Company engaged the firm of KPMG Peat Marwick LLP 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 LLP as independent auditors for
the fiscal year ending September 30, 1996. A representative of KPMG Peat
Marwick LLP will be present at the meeting with the opportunity to make a
statement if appropriate and will be available to respond to questions.
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, 1995 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 facsimile transmission (FAX). 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 1997 Annual Meeting, such proposals must be
received by the Secretary of the Company no later than August 15, 1996.
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
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
PROXY PROXY
NATIONAL-STANDARD COMPANY
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 Stockholders to be
held on January 25, 1996, 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 THREE DIRECTORS.
Proposal 1 WITH [ ] WITHOUT [ ] Authority to vote for all
nominees listed below:
Harold G. Bernthal
John E. Guth, Jr.
Ernest J. Nagy
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)
(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 THREE 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.
