As filed with the Securities and Exchange Commission on September 21, 1995
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PRESSURE PIPING COMPONENTS, INC.
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(Name of Registrant as Specified In Its Charter)
PRESSURE PIPING COMPONENTS, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
PRESSURE PIPING COMPONENTS, INC.
3333 New Hyde Park Road, Suite 202
North Hills, New York 11042
____________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
____________________________
To the Shareholders of
PRESSURE PIPING COMPONENTS, INC.:
The Annual Meeting of Shareholders of Pressure Piping Components, Inc. (the
"Company") will be held at the Company's offices, 3333 New Hyde Park Road, Suite
202, North Hills, NY on Friday, November 10, 1995 at 3:00 p.m., Eastern Standard
Time, to consider and act upon the following matters:
(1) The election of two Class B directors for a three-year term.
(2) Ratification of the appointment of Coopers & Lybrand as auditors for
the 1996 fiscal year.
(3) Such other business as may properly come before the meeting or any
adjournment thereof.
August 28, 1995 has been fixed as the record date for the determination of
shareholders entitled to vote at the meeting, and only shareholders of record at
the close of business on that day will be entitled to vote. A complete list of
shareholders entitled to vote may be inspected at the meeting, and for a period
of ten days prior to the meeting will be open to examination at the Company's
office shown above.
By Order of the Board of Directors
Harold L. Bernstein
Secretary
North Hills, New York
September 7, 1995
You are urged to sign, fill in, and return the enclosed proxy, which is
solicited by the Board of Directors. The proxy is revocable and will not affect
your right to vote in person in the event you attend the meeting.
<PAGE>
PRESSURE PIPING COMPONENTS, INC.
3333 New Hyde Park Road, Suite 202
North Hills, New York 11042
ANNUAL MEETING OF SHAREHOLDERS
--------------------
PROXY STATEMENT
--------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Pressure Piping Components, Inc. (the "Company") of
proxies, including the proxy enclosed herewith, for use at the Company's Annual
Meeting of Shareholders to be held at 3333 New Hyde Park Road, Suite 202, North
Hills, NY on Friday, November 10, 1995 at 3:00 P.M., Eastern Standard Time, and
at any adjournments thereof. The approximate date on which this Proxy Statement
and the enclosed form of proxy are first being sent or given to shareholders is
September 7, 1995.
The shares represented by any proxy in the enclosed form will, if the proxy
is properly executed and is received by the Company prior to the meeting, be
voted in accordance with the instructions made on the proxy. Proxies received
by the Company on which no contrary instruction has been made will be voted for
the election of the Board of Directors' nominees for directors and in favor of
ratification of the appointment of Coopers & Lybrand as auditors for the 1996
fiscal year. Proxies may be revoked by delivering a subsequently signed and
dated proxy or other written notice to the Secretary of the Company at any time
prior to their exercise. Proxies may also be revoked if the person executing
the proxy is present at the meeting and chooses to vote in person. The Company
will pay the cost of soliciting proxies. The Company will reimburse brokerage
firms and other persons representing the beneficial owners of the Company's
stock for their reasonable expenses in forwarding proxy solicitation material to
those beneficial owners.
Only shareholders of record at the close of business on August 28, 1995
will be entitled to vote at the meeting or at any adjournment thereof. In
voting for the election of directors or upon any other matter coming before the
meeting, each share is entitled to one vote.
The presence at the meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of the common stock of the Company entitled
to vote is necessary to constitute a quorum. The only class of voting
securities of the Company is its common stock. As of August 28, 1995 there were
4,100,456 shares outstanding and entitled to vote at the meeting.
<PAGE>
Ownership of Common Stock by Certain
------------------------------------
Beneficial Owners and Management
--------------------------------
The following table sets forth, as of August 28, 1995, certain information
concerning the persons or group of persons known to management to be the
beneficial owners of more than 5% of the Company's common stock, and for all of
the Company's officers and directors as a group. Except as otherwise indicated,
the persons listed have sole voting and investment power with respect to shares
beneficially owned by them.
Name and Address of Amount Percent of
Beneficial Owner Beneficially Owned Common Stock
---------------- ------------------ ------------
David A. Wingate 1,100,000 26.83%
3333 New Hyde Park Rd.
North Hills, NY 11042
Mario J. Gabelli 272,371 (1) 6.64%
One Corporate Center
Rye, NY 10580
Philip M. Slonim 425,559 10.38%
P.O. Box 27835
San Diego, CA 92128
Herzog, Heine,
Geduld, Inc. 264,314 (2) 6.45%
525 Washington Blvd.
Jersey City, NJ 07310
All directors and 1,587,559 38.72%
officers as a group
(1) Share ownership is based upon information contained in Schedule 13D
filed with the Securities and Exchange Commission.
(2) Herzog, Heine, Geduld, Inc. is a broker-dealer registered under
Section 15 of the Securities Exchange Act of 1934, as amended. Share
ownership is based upon information contained in Schedule 13G filed
with the Securities and Exchange Commission.
________________________
The principal executive offices of the Company are located at 3333 New Hyde
Park Road, Suite 202, North Hills, New York 11042.
The Company's common stock is traded Over-the-Counter (OTC Bulletin Board:
PPCI).
<PAGE>
ELECTION OF DIRECTORS
The term of office of the Class B directors expires with the forthcoming
annual meeting or at such time as their successors shall have been elected and
qualified. The Board proposes the reelection of Harold L. Bernstein and Victor
J. Galgano as Class B directors to serve for a three-year term expiring in 1998.
The following table sets forth certain information relating to the nominees
and the directors whose terms of office will continue after this annual meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the above named nominees, who have consented to serve if elected. If a
nominee is unable to serve as a director, an event that is not now anticipated,
the proxies will be voted by the proxy holders for a substitute nominee.
Nominees
--------
Class & Shares & % of
Year in Common Stock
Served as Which Beneficially
Principal Director Term Will Owned as of
Name Occupation Age Since Expire 8/28/95
---- ---------- --- ----- ------ -------
Harold L. Lawyer. Vice 74 1988 Class B 62,000 (1)
Bernstein President, General 1998 (1.51%)
Counsel & Secretary
of the Company.
Secretary (& Vice
President until 1986)
of Hi-Shear Indus-
tries Inc. since 1977.
Director of Hi-Shear
Industries Inc. (a
manufacturer of
products for the
aerospace market).
Victor J. Vice President & 52 1989 Class B -0-
Galgano Chief Financial 1998
Officer of the
Company and of Hi-
Shear Industries
Inc. since 1989.
Director of Hi-Shear
Industries Inc.
Other Directors
---------------
Arthur M. Investment Manager, 51 1991 Class C -0-
Winston Glickenhaus & Co. 1996
1991 to present;
Vice President,
Goldman Sachs & Co.
<PAGE>
Class & Shares & % of
Year in Common Stock
Served as Which Beneficially
Principal Director Term Will Owned as of
Name Occupation Age Since Expire 8/28/95
---- ---------- --- ----- ------ -------
Other Directors, cont.
----------------------
1989 to 1991.
Director of Lea Ronal
Inc. (a processor of
chemical specialties
for the electronics
and metal finishing
industries). Direc-
tor of Hi-Shear Indus-
tries Inc.
Philip M. Private investor 75 1984 Class A 425,559 (2)
Slonim for more than 1997 (10.38%)
five years.
Chairman of the
Board of the
Company. Director
of Hi-Shear
Industries Inc.
David A. President & Chief 74 1984 Class A 1,100,000 (3)
Wingate Executive of the 1997 (26.83%)
Company. Chairman
of the Board, Chief
Executive (& Pres-
ident except 1983 -
1987) of Hi-Shear
Industries Inc.
since 1977.
(1) Includes shares owned by Mr. Bernstein's spouse.
(2) Held by Mr. Slonim and spouse as trustees of revocable trust.
(3) Held by Mr. Wingate as trustee of the Wingate Family Trust of 1980.
Each of the persons listed is now serving as a director of the Company and
was previously elected as a director by the shareholders. Messrs. Wingate and
Slonim are brothers-in-law.
<PAGE>
Meetings of the Board and Its Committees
----------------------------------------
In the 1995 fiscal year there were two meetings of the Board of Directors.
Each director attended more than 75% of the meetings of the Board. The
Company's Board of Directors has an Audit Committee whose current members are
Messrs. Slonim and Winston. The Audit Committee held one meeting; both of the
members attended.
Compensation of Directors and Executives
----------------------------------------
Directors of the Company are not paid any fees or remuneration for services
as members of the Board or any Board Committee.
The Company's executive officers are not employees of the Company, nor do
they receive any compensation from the Company. At present the Company has no
employees.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Coopers & Lybrand to
examine the financial statements of the Company for the fiscal year ending May
31, 1996. The appointment was made upon the recommendation of the Audit
Committee, composed entirely of "outside directors" who are not officers of the
Company. Coopers & Lybrand has been acting as independent accountants for the
Company since March 1988, and by virtue of ability and familiarity with the
Company's affairs the firm is considered qualified to perform this important
function. Coopers & Lybrand has no interest, financial or otherwise, direct or
indirect, in the Company or any of its subsidiaries.
Although this appointment is not required to be submitted to a vote by
shareholders of the Company, the Board believes it appropriate as a matter of
policy to request that the shareholders ratify the appointment of Coopers &
Lybrand for the 1996 fiscal year. If the shareholders do not approve this
appointment, the Audit Committee and the Board will reconsider the appointment.
Representatives of Coopers & Lybrand are expected to be present at the
shareholders meeting with the opportunity to make a statement if they so desire
and to respond to appropriate questions.
OTHER MATTERS
The Board of Directors of the Company does not intend to bring any other
matters before the meeting. It knows of no other matter which is likely to come
before the meeting. In the event any other matters properly come before the
meeting, the persons named in the accompanying proxy will vote the shares
represented by that proxy in accordance with their best judgment.
<PAGE>
Shareholder Proposals
---------------------
Proposals of shareholders intended to be presented at the 1996 Annual
Meeting must be received at the Company's principal executive offices on or
before April 30, 1996 for inclusion in the proxy statement and form of proxy
relating to that meeting. The Company shall not be required to include any
shareholder proposal which does not meet all of the requirements for such
inclusion established by the Securities and Exchange Commission at that time in
effect.
By Order of the Board of Directors
Harold L. Bernstein
Secretary
North Hills, New York
September 7, 1995
