[GRAPHIC OMITTED]
NATIONAL-STANDARD
CORPORATE HEADQUARTERS
RONALD B. KALICH
President and
Chief Executive
Officer
December 30, 1999
Dear Shareholder:
You are cordially invited to attend the Annual
Meeting of Shareholders which will be held on
Thursday, January 27, 2000, 9:30 AM (local time) at
the Windsor Park Conference Center, located at 4020
Edison Lakes Parkway, Mishawaka, 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 2000 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.
Sincerely,
/s/ Ronald B. Kalich
<PAGE>
NATIONAL-STANDARD COMPANY
1618 TERMINAL ROAD
NILES, MICHIGAN 49120
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JANUARY 27, 2000
---------------
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
NATIONAL-STANDARD COMPANY will be held at the Windsor Park Conference
Center, located at 4020 Edison Lakes Parkway, Mishawaka, Indiana, on
Thursday, the 27th day of January, 2000 at 9:30 AM (local time) for the
following purposes:
(1) To elect two directors to serve three years;
(2) To allocate an additional 500,000 shares of the
Company's Common Stock for future grants under the
1993 National-Standard Stock Option Plan.
(3) To approve the Company's granting to Ronald B. Kalich, its
President and Chief Executive Officer, the option to
purchase 150,000 shares of the Company's Common Stock.
(4) 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, 1999, all to be mailed on or about December 30, 1999.
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, 1999
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
T. C. Wright
Secretary
Niles, Michigan
December 30, 1999
IMPORTANT
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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 IS
NECESSARY IF MAILED IN THE UNITED STATES.
<PAGE>
NATIONAL-STANDARD COMPANY
NILES, MICHIGAN
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, JANUARY 27, 2000
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 27, 2000 and at any
adjournment thereof. Mailing of the proxy material will begin on or about
December 30, 1999. Shareholders of record as of December 1, 1999 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, 1999, there were outstanding 5,727,696 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, 1999 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>
NUMBER OF SHARES OF
BENEFICIAL OWNER OR MANAGEMENT COMMON STOCK OWNED BENEFICIALLY % OF CLASS (6)
------------------------------ ------------------------------- ----------
<S> <C> <C>
National-Standard Company
Master Investment Trust 1,963,175 (1) 34.3
c/o U.S. Bank National Association
Attn: T. Sandwick SPEN0502
180 East 5th Street
St. Paul, MN 55101
National-Standard Company 644,655 (2) 11.3
Employees' Stock Savings Trust
c/o Key Trust Company of Indiana, N.A.
101 South Main Street
Elkhart, Indiana 46516
Dimensional Fund Advisors, Inc. 254,200 (3) 4.4
1299 Ocean Avenue, Suite 650
Santa Monica, California 90401
The Killen Group, Inc. 410,178 (4) 7.2
1189 Lancaster Avenue
Berwyn, Pennsylvania 19312
Ronald B. Kalich 155,000 (5) 2.6
William D. Grafer 123,293 (5) 2.1
David L. Lawrence 62,196 (5) 1.1
Timothy C. Wright 23,993 (5) -
Executive Officers and Directors as a Group 732,357 (5) 11.5
(1) U.S. Bank National Association has informed the Company that it
held, as of December 1, 1999, these 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.
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<PAGE>
(2) Key Trust has advised the Company that it held, as of December 1,
1999, these 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.
(3) Dimensional Fund Advisors, Inc. ("Dimensional"), an investment
advisor registered under Section 203 of the Investment Advisors Act
of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other investment vehicles, including
commingled group trusts. (These investment companies and investment
vehicles are the "Portfolios.") In its role as investment advisor
and investment manager, Dimensional possesses both voting and
investment power over 254,200 shares of the Company's Common Stock
as of September 30, 1999. The Portfolios own all securities reported
in this statement, and Dimensional disclaims beneficial ownership of
such securities.
(4) The Killen Group, Inc. ("Killen"), has advised the Company that as
of November 18, 1999, it held 410,178 shares of the Company's Common
Stock and that it acquired these shares for investment purposes and
does not exert voting control over the majority of these shares.
Killen also advised that it has the power to increase or decrease
its investment position.
(5) Shares shown as beneficially owned include 34,212 shares held in
trust under the Employees' Stock Savings Plan and 656,500 shares
which may be acquired within 60 days of December 1, 1999 through the
exercise of stock options under the 1993 National-Standard Stock
Option Plan, the National-Standard Company Stock Option Plan for
Nonemployee Directors, and the November 1999 stock option grant to
Mr. Kalich (Proposal 3).
(6) Less than 1% unless otherwise indicated.
</TABLE>
ELECTION OF DIRECTORS (PROPOSAL 1)
The Board of Directors is currently composed of eight members divided
into two classes of three members each and one class of two members each,
with one class being elected in each year to serve a three-year term, all
as provided in the Certificate of Incorporation and the Bylaws. Unless
otherwise specified, proxies will be voted to elect Mr. Michael B.
Savitske and Mr. Charles E.
Schroeder 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>
COMMON STOCK
YEAR FIRST OWNED BENE-
PRINCIPAL OCCUPATION AND BECAME FICIALLY AS OF
NAME AGE OTHER INFORMATION A DIRECTOR DEC. 1, 1999 (1)
---- --- ----------------- ---------- -------------
<S> <C> <C> <C> <C>
NOMINEES TO SERVE UNTIL THE ANNUAL MEETING IN 2003:
Michael B. Savitske 58 Vice Chairman of the Company since November 1999; 1989 12,875 (2)
Previously President and Chief Executive Officer of the
Company; Director, Protection Mutual Insurance Co.
Charles E. Schroeder 64 President, Miami Corporation (a private investment 1973 8,050 (3)
company).
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<PAGE>
COMMON STOCK
YEAR FIRST OWNED BENE-
PRINCIPAL OCCUPATION AND BECAME FICIALLY AS OF
NAME AGE OTHER INFORMATION A DIRECTOR DEC. 1, 1999 (1)
---- --- ----------------- ---------- -------------
DIRECTORS CONTINUING TO SERVE UNTIL THE ANNUAL MEETING IN 2002:
Ronald B. Kalich 52 President and Chief Executive Officer of the Company 1998 3,000 (4)
since November 1999; previously President, Getz
Brothers & Co., Inc. (international distribution company);
Director, The Carbide/Graphite Group, Inc., Thomas and
Betts Corp.
Ernest J. Nagy 69 Formerly Chairman, Tri Star Distributing, Inc., 1995 to 1999 1986 9,000
(distributor of electronic components for RV industry);
previously Chairman, Sudler, Nagy, Inc. (real estate
management and investments), 1992 to 1995; past
Chairman, President and CEO of Riblet Products Corp.
(supplier to the mobile home and RV manufacturing industry);
1975 to 1990;
Donald R. Sheley, Jr. 57 Formerly Vice President Finance and CFO, 1999 0
Standard Products Co.
DIRECTORS CONTINUING TO SERVE UNTIL THE ANNUAL MEETING IN 2001:
David F. Craigmile 71 Executive Committee member, The Lincoln Foundation for 1989 11,150
Business Excellence; Director, Elkay Manufacturing Company;
formerly President, Elkay Manufacturing Company (plumbing
and drinking water products), 1985 to 1994.
Ranko Cucuz 55 Chairman and Chief Executive Officer of Hayes Lemmerz 1997 1,000
International, Inc. (automobile industry supplier).
Donald F. Walter 67 Financial Consultant, Walter & Keenan Financial Consulting 1983 800 (5)
Co.; Director, MetroBanCorp., CerProbe Corp.
(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 (5) below and except for shares held in the Employees' Stock
Savings Plan, as to which they have sole voting but no investment
power. Also, shares shown as beneficially owned do not include 6,000
shares each for Mr. Craigmile, Mr. Nagy, Mr. Schroeder, Mr. Walter;
4,000 shares for Mr. Cucuz; and 2,000 shares each for Mr. Kalich and
Mr. Sheley that may be acquired within 60 days of December 1, 1999,
through the exercise of stock options under the National-Standard
Company Stock Option Plan for Nonemployee Directors.
(2) Shares shown as beneficially owned include 9,575 shares held in
trust under the Employees' Stock Savings Plan but do not include
290,000 shares which may be acquired within 60 days of December 1,
1999 through the exercise of stock options under the
National-Standard Stock Option Plan.
(3) 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.
(4) Does not include an option to purchase 150,000 shares, subject to
shareholder approval as described below under Proposal 3 of this
Proxy Statement.
(5) 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.
</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 TWO
NOMINEES TO SERVE UNTIL THE ANNUAL MEETING IN 2003 (PROPOSAL 1).
- 4 -
<PAGE>
ORGANIZATION AND REMUNERATION OF THE BOARD
The Board of Directors has a standing Audit Committee, a Governance
Committee, and an Executive Committee.
The Audit Committee, composed of nonemployee 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 Committee held three meetings during the 1999 fiscal year. The
members of the Committee were Mr. Nagy, Chairman, Mr. Kalich, Mr.
Schroeder, and Mr. Sheley. Effective in November 1999, Mr. Kalich withdrew
from serving on this Committee.
The Governance Committee, composed of nonemployee 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. 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 Governance 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 three meetings during the 1999 fiscal year. The members of the
Committee are Mr. Walter, Chairman, Mr. Craigmile, and Mr. Cucuz.
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 Committee
held two meetings during the 1999 fiscal year. The members of the
Committee are Mr. Schroeder, Chairman, Mr. Craigmile, and, effective in
November 1999, Mr. Kalich.
The Company's Board of Directors held seven meetings during the 1999
fiscal year. All directors were present for 75% or more of the total
number of meetings of the Board and its Committees.
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 $16,000 (the Chairman's
retainer is $40,000), 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 for out-of-pocket expenses in attending
Board or Committee meetings; directors, as such, do not participate in any
Executive Compensation Plans.
Under the Company's Directors' Retirement Income Plan, a nonemployee
director is entitled to receive an annual retirement benefit, paid
quarterly, equal to the annual retainer payable to the
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<PAGE>
director during his last full year on the Board. A 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 the director's designated beneficiary.
Directors appointed or elected after November 20, 1996, who have not
previously served on the Board, are not eligible to participate in this
plan.
Current and new nonemployee directors participate in the Stock Option
Plan for Nonemployee Directors ("Directors' Plan"). Under this Directors'
Plan, each nonemployee director will be granted an option to purchase
2,000 shares of Common Stock on the first business day after the date on
which the Annual Meeting of Shareholders is held.
The option price for each option granted to nonemployee directors shall
be 100% of the fair market value of the shares subject to option on the
date of option grant. The option term shall be ten years. The period of
exercise following death shall be one year. In the event of any other
termination of service on the Board, each option shall be exercisable for
the lesser of three years or the balance of its ten-year term.
Grants to date under the Directors' Plan include an initial grant of
12,000 option shares at an option price of $8.50 made January 24, 1997; a
grant of 14,000 option shares at an option price of $5.8125 made January
23, 1998; and a grant of 14,000 option shares at an option price of
$3.9375 made January 29, 1999.
AMENDED AND RESTATED
1993 NATIONAL-STANDARD STOCK OPTION PLAN
ALLOCATION OF ADDITIONAL SHARES (PROPOSAL 2)
The Company's shareholders are being asked to approve the additional
allocation of 500,000 shares of the Company's Common Stock to the Amended
and Restated 1993 National-Standard Stock Option Plan (the "1993 Plan").
The 1993 Plan, including this proposed modification, is summarized below.
PURPOSE
The purpose of the 1993 Plan is to provide an incentive for key
management employees of the Company to maximize the long-term value of the
Common Stock, to attract, retain, and reward highly qualified executives
and managers who will contribute in exceptional ways to the long-term
financial success of the Company, to tie compensation of key management
employees more closely with the performance of the Company's Common Stock,
and to encourage stock ownership by certain management employees of the
Company so that they may acquire a proprietary interest in the success of
the Company.
ADMINISTRATION
The 1993 Plan is administered by a committee of the Board of Directors
(the "Committee"), comprised of at least three non-employee directors,
currently the Governance Committee. The Committee has the sole authority
and discretion to determine the individuals to whom options will
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<PAGE>
be granted, the time of grant, the number of shares subject to each option
grant, the period during which an option may be exercised, and any other
terms or conditions applicable to options granted. The Committee has full
power to interpret and administer the 1993 Plan, to accelerate the vesting
of any stock options made under the 1993 Plan, and to amend the terms and
conditions of outstanding awards to the extent such terms and conditions
are within the discretion of the Committee.
SHARES SUBJECT TO THE 1993 PLAN
Shares issued under the 1993 Plan may be authorized but unissued
shares or treasury shares of the Company, or a combination of both. In the
event of corporate changes affecting the Company's Common Stock, such as
reorganizations, recapitalizations, stock splits, consolidation or merger,
or the sale, lease, or conveyance of substantially all of the assets of
the Company, the Committee will make appropriate adjustments in the number
and kind of shares remaining subject to outstanding options granted under
the 1993 Plan. If any option expires or terminates for any reason without
having been exercised in full, the unpurchased shares will (unless the
1993 Plan shall have terminated) become available for issuance under the
1993 Plan. The 1993 Plan had an initial allocation of 450,000 shares of
the Company's Common Stock. Subsequently, in 1998, the shareholders
approved the allocation of an additional 450,000 shares of the Company's
Common Stock. To date, 775,250 options have been granted and have been
exercised or are outstanding under the 1993 Plan to thirty-eight officers
and other key employees of the Company, leaving 124,750 shares currently
available for future grants. The Board of Directors proposes that
shareholders approve the allocation of an additional 500,000 shares of the
Company's Common Stock for issuance under the 1993 Plan.
ELIGIBILITY
Awards may be granted under the 1993 Plan to key management employees
of the Company (including officers and directors of the Company who are
also employees) and subsidiaries who are participants in the 1993 Plan.
TERMS OF THE OPTIONS
Stock Option Price. The option price per share under each option
granted will be equal to 100% of the fair market value of the shares
subject to the option on the date the option is granted.
Exercise of Option. The option price of each share of Common Stock is
to be paid in full at the time of such exercise. Payment may be made in
cash. Payment of the option price may also be effected by tendering whole
shares of the Company's Common Stock owned by the optionee having a fair
market value equal to the cash exercise price of the shares with respect
to which the option is being exercised. In the discretion of the
Committee, payment of the option price may also be effected by directing
the Company to withhold such number of shares otherwise issuable upon
exercise of the option.
Termination of Options. Except as provided below or as otherwise
provided by the Committee in an option agreement, upon termination of an
optionee's employment with the Company, all rights under any options
granted to him but not yet exercised shall be forfeited and canceled. If
an optionee retires, he may exercise any option granted to him in whole or
in part within three years after his retirement, whether or not the option
was otherwise exercisable by him at his date of retirement. If an
optionee's employment by the Company terminates by reason of permanent and
total disability, he may exercise any option granted to him in whole or in
part within three years after such termination of employment, whether or
not the option was otherwise exercisable by him at the time of such
termination of employment. If the optionee dies while employed by the
Company or
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<PAGE>
its subsidiaries, all options previously granted to him may be exercised
by his estate or by the person or persons entitled thereto by will or by
the applicable laws of descent or distribution at any time within one year
after the date of such death, whether or not the option was otherwise
exercisable by the optionee at the date of his death. If an optionee's
employment is terminated as a result of the sale by the Company of a
subsidiary, division, or business unit, the Committee may determine the
extent to which unexerciseable options shall become exercisable and the
period of time, if any, following the date of disposition during which the
optionee may exercise the options. Notwithstanding the foregoing, in no
event may any option be exercised after the expiration of the option term
set by the Committee.
Upon a change in control of the Company, all options shall become fully
exercisable. If termination of employment for reasons other than
retirement, total disability, death, or discharge for gross misconduct
occurs within a 12-month period following the date of the change of
control of the Company, the optionee will have three months from the date
his employment is terminated to exercise his options. If after a change of
control an optionee is discharged for gross misconduct, all options shall
be forfeited and canceled. For purposes of the 1993 Plan, "change of
control" means: (i) the acquisition by any person or entity (other than
any Company employee benefit plan) of 30% or more of combined voting power
of the Company's outstanding Common Stock; or (ii) shareholder approval of
any consolidation or merger where, following such consolidation or merger,
the Company's original shareholders do not hold at least 60% of the voting
securities of the surviving corporation; or (iii) during any 24-month
period, the individuals (including "qualified replacements") who, at the
beginning of the period, make up the Board of Directors, cease, for any
reason, to constitute a majority of the Company's Board of Directors; or
(iv) shareholder approval of any sale, lease, exchange or other transfer
of all, or substantially all, of the Company's assets to any entity in
which the Company, or its shareholders, own less than 60% of that entity's
outstanding voting securities.
Maximum Stock Options. In no event may any person be awarded options
with respect to more than 200,000 shares of the Company's Common Stock in
any year under the 1993 Plan.
Plan Amendment or Termination. The Company's Board of Directors may
alter, suspend or terminate the 1993 Plan at any time. No amendment of the
1993 Plan, however, may increase the maximum term for which any option may
be granted, increase the number of shares available under the 1993 Plan,
or reduce the minimum option price per share as described above.
Federal Income Tax Consequences. Options granted under the 1993 Plan
are not intended to qualify as incentive stock options under the Internal
Revenue Code. The grant of a stock option under the 1993 Plan will have no
immediate tax consequence to the Company or the optionee. However, the
optionee generally will realize taxable ordinary income at the time of
exercise of his option in an amount equal to the excess of the fair market
value of the shares acquired at the time of such exercise over the option
price. A like amount is generally deductible by the Company for federal
income tax purposes as of that date. The 1993 Plan permits, under certain
circumstances, holders of stock options to satisfy their withholding
obligation by having shares equal in value to the applicable withholding
taxes withheld from the shares which they would otherwise receive upon the
exercise of a stock option.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors determined to adopt the 1993 Plan to provide an
incentive for maximum effort by its officers and other key employees in
the successful operation of the Company, to encourage such employees to
remain in the Company's employ, and to tie compensation of key management
employees more closely with the performance of the Company's Common Stock.
The
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<PAGE>
Board of Directors continues to believe that such equity-based awards
provide a very significant direct link between management's performance
incentive and the interests of shareholders. The Board of Directors
believes the additional allocation of 500,000 shares of the Company's
Common Stock to the 1993 Plan is necessary and appropriate to provide for
the Company's ongoing management compensation objectives. The fair market
value of the Company's Common Stock at the close of trading on November
16, 1999 was $3.375 per share.
The affirmative vote of holders of a majority of the shares of Common
Stock represented at the Annual Meeting is required for approval of this
Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE ADDITIONAL
ALLOCATION OF 500,000 SHARES OF THE COMPANY'S COMMON STOCK TO THE 1993
PLAN (PROPOSAL 2).
PRESIDENT AND CHIEF EXECUTIVE OFFICER STOCK OPTION GRANT (PROPOSAL 3)
The Company's shareholders are being asked to approve the grant to
Ronald B. Kalich of an option to purchase 150,000 shares of the Company's
Common Stock. On November 16, 1999, the Company entered into an employment
agreement with Mr. Kalich, pursuant to which Mr. Kalich agrees to be
employed by the Company as its President and Chief Executive Officer for
an initial three-year term. Under the agreement, described below, the
Company agrees to grant to Mr. Kalich a non-qualified option to purchase
150,000 shares of the Company's Common Stock at an option price equal to
$3.375 per share, which represents the fair market value of the shares at
the close of trading on November 16, 1999. The Company's grant of the
stock option was not made under the 1993 National-Standard Stock Option
Plan, or any other stock option plan.
SUMMARY OF OPTION GRANT
Mr. Kalich may exercise the stock option granted by the Company any
time after shareholder approval, but not later than: (i) three years from
the date of Mr. Kalich's retirement from the Company, (ii) three years
from the date upon which Mr. Kalich becomes totally disabled, (iii) one
year from the date of Mr. Kalich's death, (iv) three months from the date
of the termination of Mr. Kalich's employment due to a change in control
of the Company (as defined in his employment agreement); or (v) November
16, 2009, whichever shall occur first. If Mr. Kalich's employment
terminates for any reason other than retirement, total disability, death,
or change of control, the option will be forfeited and canceled. The stock
option granted to Mr. Kalich normally is not transferrable except by will
or the laws of descent and distribution. However, pursuant to procedures
established by the Governance Committee, Mr. Kalich may transfer his
options during his employment to: (i) his spouse, (ii) his descendants (by
birth or adoption); (iii) the spouses of his descendants; (iv) a trust for
the benefit of such family members; or (v) an organization exempt from
federal income taxation under ss. 501(C)(3) of the Internal Revenue Code.
If prior to Mr. Kalich's exercise of the stock option granted to him
pursuant to his employment agreement, there is any increase in the number
of issued shares of Common Stock of the Company without new consideration
being paid to the Company for such shares (by reason of stock dividend,
stock splits or similar recapitalizations), the number of shares of Common
Stock which may thereafter be purchased under Mr. Kalich's stock option
will be increased in the same proportion as any increase in issued shares
of the Company's Common Stock. If the number of shares which may be
purchased under Mr. Kalich's option is so increased, the per share
exercise price specified
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above will be reduced so that the total amount payable under Mr. Kalich's
unexercised stock option shall not be changed by reason of any such
increase in the number of shares.
The grant of the stock option will have no immediate tax consequence to
the Company or Mr. Kalich. However, Mr. Kalich will realize taxable
ordinary income at the time of exercise of his option in an amount equal
to the excess of the fair market value of the shares acquired at the time
of such exercise over the option price. A like amount is generally
deductible by the Company for federal income tax purposes as of that date,
as long as the Company includes the amount in Mr. Kalich's gross income.
Upon the subsequent sale of shares acquired upon exercise of the stock
option, Mr. Kalich will recognize long-term capital gain or loss if the
shares are deemed to have been held for more than 12 months, and
short-term capital gain or loss in all other cases. Long-term capital
gains are currently subject to a maximum rate of 20%.
The stock option granted to Mr. Kalich pursuant to his employment
agreement is subject to the approval of the shareholders of the Company.
If the shareholders do not approve the option grant, Mr. Kalich has the
right to terminate his employment agreement for "good reason" as described
below.
MR. KALICH'S EMPLOYMENT AGREEMENT
Under his employment agreement with the Company, Mr. Kalich received a
one-time signing bonus in the amount of $40,000, and will receive an
annual base salary of at least $400,000. During the fiscal year ending
September 30, 2000, Mr. Kalich is also entitled to receive a minimum bonus
of not less than $36,000, which bonus will increase to not less than
$100,000 if the Company meets a designated net income target for the then
ending fiscal year. Mr. Kalich will be eligible for bonuses in subsequent
years.
The Company may terminate Mr. Kalich's employment for "cause" including
willful failure to perform, after notice and opportunity to cure, or
certain criminal or fraudulent conduct or acts of moral turpitude. Mr.
Kalich may terminate his employment and continue to receive certain
benefits, described below, upon a change of control or for "good reason,"
including failure of shareholders to approve his stock option grant as
proposed, material reduction in responsibility, material decrease in
compensation, significant relocation, or if the Company is unwilling to
extend Mr. Kalich's employment on terms at least as favorable to Mr.
Kalich after his initial three-year term. If the Company terminates Mr.
Kalich's employment other than for cause or because of death or disability
or if Mr. Kalich terminates for good reason, Mr. Kalich is entitled to a
lump sum cash payment equal to two (2) times his annual base salary then
in effect and the continuation of his health care and insurance benefits
provided under his employment agreement for the ensuing twenty-four
months. If Mr. Kalich's employment terminates due to death or disability,
he (or his estate) will be entitled to continued payments of base salary
for 24 months (net of disability payments, if applicable).
Under the agreement, if his employment is terminated pursuant to a
change in control of the Company, Mr. Kalich is entitled to a lump sum
cash payment. The Company's payment to Mr. Kalich under such circumstances
would be 2.99 times his annual base salary then in effect plus 2.99 times
the average of his previous two years' bonuses. The payments, in any
event, would be limited to the amount that could be received by Mr. Kalich
without any loss of tax deduction to the Company for payment under Section
280G of the Internal Revenue Code, dealing with so-called "Excess
Parachute Payments." Under the agreement, a "change in control" is defined
as (i) the acquisition of control of the Company's Board of Directors by
any single entity (or group of entities
- 10 -
<PAGE>
acting in concert); (ii) the transfer of at least 51% of the Company's
Common Stock to any single entity (or group of entities acting in
concert); or (iii) any acquisition by the Company of its own Common Stock
which acquisition results in (A) fewer than 300 persons owning the
Company's Common Stock, or (B) the Company no longer being listed on a
national securities exchange.
Mr. Kalich's employment agreement entitles him to participate in the
Company's Targeted Retirement Benefit Plan, described below, and to be
vested in his calculated benefit at the end of the initial term of his
agreement.
Mr. Kalich's employment agreement provides for a non-competition period
of three years following his termination of employment.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The affirmative vote of holders of a majority of the shares of Common
Stock represented at the Annual Meeting is required for approval of this
Proposal 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE COMPANY'S
GRANTING TO RONALD B. KALICH OF THE OPTION TO PURCHASE 150,000 SHARES OF
THE COMPANY'S COMMON STOCK (PROPOSAL 3).
- 11 -
<PAGE>
GOVERNANCE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report by the Governance 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 1999 PERFORMANCE
In fiscal 1999, the Company's management continued to pursue the
long-term goals of meeting customers' delivery and quality expectations
100% of the time and improving operating margins by five points. Progress
was made in all of these areas, although not to the extent we had
expected. During the year, the Company successfully maintained QS-9000
registration. In addition, during 1999, the actions identified in 1998 to
improve the short- and long-term operating performance of the Company were
implemented. These actions included a realignment of operations and a
reduction in staff, the closure of the Canadian facility, and the
divestiture of its wholly owned subsidiary located in the United Kingdom.
Net income in 1999 improved to $5.4 million, and operating profit improved
to $8.5 million. The fifth consecutive year of operating profit compared
to prior year losses is indicative of management's commitment to
continuous improvement and of the level of success achieved in developing,
implementing, and adhering to a sound, long-term strategic plan.
The Committee believes that the Company is taking the actions necessary
to produce improved profitability in the future.
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 approximately the 50th
percentile (median) for similar-size manufacturing companies.
ANNUAL INCENTIVE COMPENSATION opportunities are currently targeted to
be below median competitive levels for similar-size manufacturing
companies. Previously, incentive awards were based primarily on Company
net income and if the Company did not meet profit goals, no awards were
made. Consequently, no incentive awards were paid to officers for 1996 and
1997.
In 1998, a bonus plan was adopted and payments were made commensurate
with performance as it related to the targets. This plan was suspended for
fiscal year 1999.
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 certain but not all executives in 1993, 1995, 1996, and to
all executives in 1997,1998, and 1999.
- 12 -
<PAGE>
1999 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, and regularly thereafter. 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
and bonus plans. In 1998, goals were established and approved by the Board
of Directors for each year covered by the bonus plan.
As was disclosed in last year's report, Management, in the midst of
several significant restructuring activities, recommended that for fiscal
1999, no base salary increases be granted to officers and that the Bonus
Plan be suspended. The Board accepted this recommendation. It is the
intent of the Committee to reevaluate all incentive plans during the 2000
fiscal year.
Additionally, the Board continues to believe that equity-based awards
provide a very significant direct link between management's performance
incentive and the interests of shareholders, and therefore made stock
option grants as referred to in the previous section of this report and
elsewhere in this statement.
The 1999 actions are in keeping with the compensation philosophy stated
above.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The compensation package of Mr. M. B. Savitske consists of the same
elements as for the other officers named in the Summary Compensation
Table, specifically an annual base salary, participation in the bonus
plan, and participation in the National-Standard Stock Option Plan.
During 1999, Mr. Savitske's base salary was kept at the 1998 annual
rate of $325,000. Based upon the executive compensation review work of
this committee, Mr. Savitske's base salary remains below the position's
median for similar-sized manufacturing companies.
Mr. Savitske received no annual incentive award related to 1999
performance.
Effective in November 1999, Mr. Ronald B. Kalich was elected President
and Chief Executive Officer of the Company. Mr. Kalich's compensation
arrangements were described previously in this statement.
Governance Committee:
Donald F. Walter, Chairman
David F. Craigmile
Ranko Cucuz
- 13 -
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------- -------------------
(a) (b) (c) (d) (e) (g) (i)
OTHER ANNUAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) (#) COMPENSATION (2)
--------------------------- ---- ------ ----- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael B. Savitske 1999 $325,000 $ 0 $2,127 150,000 $5,000
President and 1998 322,500 48,061 2,140 10,000 4,750
Chief Executive Officer 1997 307,500 0 2,794 10,000 4,750
William D. Grafer 1999 183,300 0 904 50,000 5,000
Vice President, Finance 1998 181,975 22,599 743 5,000 4,869
1997 174,750 0 829 10,000 5,243
David L. Lawrence 1999 113,300 0 0 25,000 4,513
Treasurer, Assistant 1998 112,475 13,968 0 2,500 3,374
Secretary 1997 108,000 0 0 5,000 3,240
Timothy C. Wright 1999 118,000 0 219 15,000 4,418
Secretary, General Counsel 1998 117,125 14,545 294 2,500 2,655
1997 113,375 0 0 5,000 4,750
(1) Amounts reimbursed during the fiscal year for payment of taxes.
(2) Amounts are Company-matching contributions to the Employees' Stock
Savings Plan.
</TABLE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
----------------- ---------------
(a) (b) (c) (d) (e) (f) (g)
% OF TOTAL
OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES IN PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
---- --- ----------- --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Michael B. Savitske 150,000 33% $2.9375 October 14, 2008 $277,050 $702,300
William D. Grafer 50,000 11% 2.9375 October 14, 2008 92,350 234,100
David L. Lawrence 25,000 5% 2.9375 October 14, 2008 46,175 117,050
Timothy C. Wright 15,000 3% 2.9375 October 14, 2008 27,705 70,230
- 14 -
</TABLE>
<PAGE>
<TABLE>
YEAR-END OPTION VALUE TABLE (1)
<CAPTION>
(A) (D) (E)
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
NAME OPTIONS AT SEPT. 30, 1999 OPTIONS AT SEPT. 30, 1999 (2)
---- ------------------------- -------------------------
(ALL EXERCISABLE) (ALL EXERCISABLE)
<S> <C> <C>
Michael B. Savitske 290,000 $ -
William D. Grafer 107,000 -
David L. Lawrence 55,000 -
Timothy C. Wright 22,500 -
(1) No options were exercised during the fiscal year.
(2) The exercise price on all unexercised options at September 30,1999
was in excess of the fair market value of the underlying securities
on that date.
</TABLE>
CERTAIN CONTRACTS WITH NAMED EXECUTIVES
On May 1, 1999, the Company entered into an employment agreement with
its then President and Chief Executive Officer, Michael B. Savitske. Under
the agreement and in anticipation of Mr. Savitske's retirement, Mr.
Savitske agreed to assist the Company's Board of Directors in searching
for a successor President and Chief Executive Officer and to manage an
orderly transition of leadership of the Company from Mr. Savitske to his
successor. With the engagement of Mr. Kalich as President and Chief
Executive Officer, Mr. Savitske will continue to serve the Company as its
Vice Chairman.
The agreement has a two-year term, during which Mr. Savitske will
receive an annual base salary of $325,000, plus annual cash bonuses to be
determined at the sole discretion of the Board of Directors. In addition
to the base salary and annual bonuses, Mr. Savitske is entitled to all
fringe benefits, including participation in pension, group life,
disability, health and other similar benefit or insurance programs made
available generally to the senior executives of the Company. If Mr.
Savitske's employment is terminated by the Company other than for cause,
he will continue to be entitled to the compensation otherwise provided for
in his employment agreement for the remainder of its term. "Cause"
includes willful failure to perform, after notice and opportunity to cure,
or certain criminal or fraudulent conduct. Mr. Savitske's employment
agreement provides for a non-competition period of two years following his
termination of employment.
The Company also has existing Supplemental Compensation Agreements (the
"Agreements") with Mr. Savitske, Mr. Grafer, Mr. Lawrence, and Mr. Wright,
which, following a change in control of the Company, provide for a lump
sum compensation payment to the executive in the event of his termination
of employment by the Company, or by such executive following a substantial
change in his job responsibilities. The lump sum compensation payments for
Messrs. Savitske and Grafer are equal to 2.99 times their respective "base
amounts" [as defined under Section 280G(b)(3) of the Internal Revenue
Code]. The lump sum payments for Messrs. Lawrence and Wright are equal to
two times their respective "base amounts" [as defined under Section
280G(b)(3) of the Internal Revenue Code].
A "change of control" is defined in such Agreements as: (i) the
acquisition by any person or entity (other than any Company employee
benefit plan) of 30% or more of combined voting power of the Company's
outstanding securities; or (ii) shareholder approval of any consolidation
or merger where, following such consolidation or merger, the Company's
original shareholders do not hold at least 60% of the voting securities of
the surviving corporation; or (iii) during any 24-month period, the
individuals (including "qualified replacements") who, at the beginning of
the period, make up the
- 15 -
<PAGE>
Board of Directors, cease, for any reason, to constitute a majority of the
Board; or (iv) shareholder approval of any sale, lease, exchange or other
transfer of all, or substantially all, of the Company's assets to any
entity in which the Company, or its shareholders, own less than 60% of
that entity's outstanding voting securities. The Agreements extend through
September 30, 2000.
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 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
1999 annual rate of cash compensation until attainment of normal
retirement age, the annual lifetime pension at normal retirement age under
the Plan would be $33,150 for Mr. Kalich, $48,965 for Mr. Savitske;
$51,977 for Mr. Grafer; $39,442 for Mr. Lawrence; and $18,503 for Mr.
Wright.
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
1999 annual rate of cash compensation until attainment of normal
retirement age, the annual lifetime benefit at normal retirement age under
the SRP would be $46,740 for Mr. Kalich, $30,458 for Mr. Savitske, and
$4,638 for Mr. Grafer.
The Targeted Retirement Benefit Plan (the "Targeted Plan") provisions
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 Targeted Plan will make up the difference. The
funding of the cost of the Targeted Plan will come from the general assets
of the Company. Current participants are Mr. Kalich, Mr. Savitske and Mr.
Grafer.
- 16 -
<PAGE>
Should they continue their covered employment with the Company at their
1999 annual rate of cash compensation until attainment of normal
retirement age, the estimated annual lifetime benefit at normal retirement
age under the Targeted Plan would be $119,316 for Mr. Kalich, $59,806 for
Mr. Savitske and $15,607 for Mr. Grafer.
NATIONAL-STANDARD COMPANY
RELATIVE MARKET PERFORMANCE
TOTAL RETURN FOR FISCAL YEARS ENDING SEPTEMBER 30
[GRAPHIC OMITTED]
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
N-S Co. $117 $ 66 $ 65 $ 27 $ 25
S&P 400 126 143 199 187 234
Peer Group 99 98 146 76 76
Assumes $100 invested October 1, 1994 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 Company.
- 17 -
<PAGE>
AUDITORS
During 1999, the Company engaged the firm of KPMG 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 LLP as independent auditors for the fiscal year ending
September 30, 2000. A representative of KPMG 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, 1999 will be made available without charge
to any person entitled to vote at the Annual Meeting. Written request
should be directed to T. C. Wright, 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 Corporate Investor Communications, Inc., 111
Commerce Road, Carlstadt, New Jersey to assist in the solicitation of
proxies. Corporate Investor Communications, Inc. will receive a fee of
$3,500 plus out-of-pocket expenses and disbursements for its services.
Certain directors, officers and regular employees of the Company may also
solicit proxies 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 2001 Annual Meeting, such proposals must be
received by the Secretary of the Company no later than August 17, 2000.
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
- 18 -
<PAGE>
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, (ii) to vote the proxies and FOR approval of the
additional allocation of 500,000 shares to the 1993 National-Standard
Stock Option Plan, and (iii) to vote the proxies FOR approval of the
Company's granting of an option to purchase 150,000 shares of the
Company's Common Stock to Ronald B. Kalich. 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
enclosed proxy form 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,
T. C. Wright
Secretary
- 19 -
<PAGE>
PROXY NATIONAL-STANDARD COMPANY PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all previous proxies, appoints RONALD B. KALICH 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 Thursday,
January 27, 2000, 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 FOR THE ELECTION OF TWO
DIRECTORS; FOR APPROVAL TO ALLOCATE 500,000 ADDITIONAL SHARES TO THE 1993
NATIONAL-STANDARD STOCK OPTION PLAN; AND FOR APPROVAL TO GRANT TO RONALD B.
KALICH THE OPTION TO PURCHASE 150,000 SHARES OF COMPANY COMMON STOCK.
Proposal 1 - FOR / / AGAINST / / Authority to Vote for all
Nominees Listed Below:
Michael B. Savitske, Charles E. Schroeder
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided here:
---------------------------------------------------------------
Proposal 2 - FOR / / AGAINST / / Approval to Allocate 500,000 Additiona
Shares to the 1993 National-Standard
Stock Option Plan.
Proposal 3 - FOR / / AGAINST / / Approval to Grant to Ronald B. Kalich
the Option to Purchase 150,000 Shares
of Company Common Stock.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<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 FOR THE ELECTION OF THE TWO DIRECTORS PROPOSED, FOR PROPOSAL 2,
AND FOR PROPOSAL 3. 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. If 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.
