NOTICE OF
ANNUAL
MEETING
AND
PROXY
STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 1994
PLEASE SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
NATIONAL PRESTO INDUSTRIES, LNC.
EAU CLAIRE, WISCONSIN 54703
APRIL 1, 1994
Dear Shareholder:
Enclosed with this letter you will find the notice of our Annual Meeting of
Stockholders which will be held at our offices in Eau Claire on May 17, 1994.
We sincerely hope that you will be able to be present to meet the management
of your Company, see the new products which will be displayed at the meeting
and to cast your vote for the election of directors. If, however, you find
that you are unable to attend the meeting in person, we urge that you
participate by voting your stock by proxy. You may cast your vote by signing
and returning the enclosed proxy card.
On March 30, 1994, we mailed you our annual report for 1993 which contained a
description of our business and also included audited financial statements
for that year. Enclosed with this letter is a proxy statement which contains
information regarding the annual meeting and the business to be conducted
thereat.
We are always pleased to hear from our shareholders and if you cannot be
present in person at the meeting, we would be happy to have your letters and
views on our products and business or to answer any questions that you might
have regarding your Company.
President
Chairman
NATIONAL PRESTO INDUSTRIES, INC.
3925 NORTH HASTINGS WAY
EAU CLAIRE, WISCONSIN 54703
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF NATIONAL PRESTO INDUSTRIES, INC.:
The Annual Meeting of Stockholders of National Presto Industries, Inc., will
be held at the offices of the Company, 3925 North Hastings Way, Eau Claire,
Wisconsin 54703, on Tuesday, May 17, 1994, at 2:00 p.m., for the following
purposes:
(a) To elect two directors for three year terms ending in 1997 and until
their successors are elected and qualified; and
(b) To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on March 9, 1994, will be
entitled to vote at the meeting and any adjournment thereof.
James F. Bartl
Secretary
April 1, 1994
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED
TO SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY WHICH IS SOLICITED BY THE
BOARD OF DIRECTORS. PLEASE USE THE ENCLOSED ENVELOPE IN RETURNING YOUR PROXY.
NATIONAL PRESTO INDUSTRIES, INC.
3925 NORTH HASTINGS WAY
EAU CLAIRE, WISCONSIN 54703
PROXY STATEMENT
Annual Meeting of Stockholders to be held on May 17, 1994
The accompanying proxy is solicited by the Board of Directors of National
Presto Industries, Inc., (the "Company") for use at the Annual Meeting of
Stockholders to be held May 17, 1994, and any adjournment thereof. When such
proxy is properly executed and returned, the shares it represents will be
voted at the meeting and at any adjournment thereof. Any stockholder giving a
proxy has the power to revoke it at any time before it is voted. Presence at
the meeting of a stockholder who has signed a proxy does not alone revoke
that proxy; the proxy may be revoked by a later dated proxy or notice to the
Secretary at the meeting.
At the Annual Meeting stockholders will be asked to:
(a) Elect two directors for three year terms ending in 1997 and until their
successors are elected and qualified; and
(b) Transact such other business as may properly come before the meeting.
Only stockholders of record as of the close of business on March 9, 1994,
will be entitled to vote at the Annual Meeting. The approximate date on which
this proxy statement and form of proxy were first sent or given to
stockholders is April 1, 1994.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 7,335,476 shares were
outstanding and entitled to vote as of the close of business on the record
date, March 9, 1994. Each of the 7,335,476 outstanding shares of common stock
is entitled to one vote.
The following table sets forth, as of the record date, all persons known by
the Company to be the beneficial owners of more than 5% of the outstanding
common stock of the Company and such beneficial ownership by all officers and
directors as a group:
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership Common Stock
<S> <C> <C>
Edith Phillips 679,238(1)(2) 9.1%
P.O. Box 1212
Eau Claire, WI 54702
Melvin S. Cohen 1,394,528(2)(3) 18.8%
3925 N. Hastings Way
Eau Claire, WI 54703
Eileen Phillips Cohen 666,503(2)(4) 9.0%
P.O. Box 1212
Eau Claire, WI 54702
Maryjo Cohen 2,093,406(2)(5) 28.2%
3925 N. Hastings Way
Eau Claire, WI 54703
All officers and directors as a 2,227,556 30.0%
group
</TABLE>
(1) Includes 450,495 shares contributed to revocable trust for Mrs. Phillips'
own benefit.
(2) Includes 112,104 shares owned by the L. E. Phillips Family Foundation,
Inc. (the Phillips Foundation), a private charitable foundation of which the
named person is an officer and/or director and as such exercises shared
voting and investment powers, and 99,144 shares into which a presently
outstanding convertible debenture held by the Phillips Foundation may be
converted.
(3) Includes 38,610 shares held in trust for Mr. Cohen's own benefit, and
306,601 shares owned by pension trusts of the Company or affiliates,
charitable trusts and private charitable foundations (other than the Phillips
Foundation) and family member trusts of which Mr. Cohen is a co-trustee,
officer or director, and as such exercises shared voting and investment
powers.
(4) Includes 381,320 shares held in trust for Mrs. Cohen's own benefit, and
35,325 shares owned by a private charitable foundation (other than the
Phillips Foundation) of which Mrs. Cohen is an officer and director, and as
such exercises shared voting and investment powers.
(5) Includes 1,669,664 shares held in a voting trust described in the section
below captioned "Voting Trust Agreement", for which Ms. Cohen has sole voting
power, and 229,536 shares owned by pension trusts of the Company or
affiliates, and private charitable foundations (other than the Phillips
Foundation) and family member trusts of which Ms. Cohen is a co-trustee,
officer or director, and as such exercises shared voting and investment
powers.
The information contained in the foregoing footnotes is for explanatory
purposes only and the persons named in the foregoing table disclaim
beneficial ownership of shares owned by a trust for any other person,
including family members, of which such persons are trustees or by a private
charitable foundation of which such persons are directors or officers.
Voting Trust Agreement
The four beneficial owners listed in the foregoing table, and nine other
persons comprising extended family members and related trusts, have entered
into a voting trust agreement with respect to the voting of an aggregate of
1,669,664 shares of common stock. The voting trust agreement will terminate
on December 4, 2009, unless sooner terminated by the voting trustee or
unanimous written consent of all the parties to the voting trust agreement.
The voting trustee under the agreement is Maryjo Cohen. Under the agreement,
the voting trustee will exercise all rights to vote the shares of common
stock of the Company with respect to all matters presented for shareholder
action.
NOMINEES AND DIRECTORS
Two directors are to be elected at the Annual Meeting for a term of three
years. The Articles of Incorporation and the Bylaws of the Company provide
for six directors, divided into three classes of two members each. At each
annual meeting, successors of the class whose term of office expires in that
year are elected for a three-year term. The Board of Directors propose as
nominees to three-year terms Mr. Melvin S. Cohen, Chairman of the Board, and
Maryjo Cohen, President of the Company, whose terms expire at the meeting.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following table provides information as to the directors and nominees of
the Company and the shares of common stock of the Company owned beneficially
by each such person as of the record date for the meeting:
<TABLE>
<CAPTION>
Principal Occupation; Directors Shares Percent
Business Experience Director Term to Beneficially of
Director Age Past 5 Years Since Expire Owned(1) Class
<S> <C> <C> <C> <C> <C> <C>
Melvin S. Cohen* 76 Chairman of the Board of 1949 1994 1,394,528(2)(3) 18.8%
3925 N. Hastings Way the Company
Eau Claire, WI 54703
Maryjo Cohen* 41 President of the 1988 1994 2,093,406(2)(4)(5) 28.2%
3925 N. Hastings Way Company; prior to May
Eau Claire, WI 54703 1989, Vice-President;
Treasurer since
September 1983
Walter G. Ryberg 76 Retired 1983 1995 5,000 (6)
P.O. Box 1212
Eau Claire, WI 54702
John M. Sirianni 35 Managing Director- 1992 1995 200 (6)
3602 Timber Trails Court Investments, Piper
Eau Claire, WI 54701 Jaffray Inc., Investment
Bankers; prior to
November 6, 1991, Vice
President, and prior to
November 8, 1989,
Assistant Vice President
of the firm
Joseph H. Berney 61 Vice-chairman and 1975 1996 45,993(2)(7) (6)
3925 N. Hastings Way Director of Sales of the
Eau Claire, WI 54703 Company
Ralph Strangis 57 Member of the law firm 1978 1996 2,488 (6)
5500 Norwest Center of Kaplan, Strangis and
90 S. Seventh St. Kaplan, P.A.(8)
Minneapolis, MN 55402
</TABLE>
* Nominee
(1) Unless otherwise indicated, each director has sole voting and investment
powers for those shares beneficially owned.
(2) Includes 29,662 shares held by pension trusts of the Company or
affiliates for which Mr. Cohen, Ms. Cohen and Mr. Berney share voting and
investment powers.
(3) See footnotes 2 and 3 under Voting Securities and Principal Holders
Thereof.
(4) See footnotes 2 and 5 under Voting Securities and Principal Holders
Thereof.
(5) Ms. Cohen is the daughter of Mr. Cohen.
(6) Represents less than 1% of the outstanding shares of common stock of the
Company.
(7) Does not include 13,534 shares owned by Phyllis Berney, spouse. Mrs.
Berney is a first cousin by marriage of Mr. Cohen.
(8) Mr. Strangis is also a director of Damark International, Inc., Life USA
Holding, Inc., Payless Cashways, Inc., TCF Financial Corporation, and UAL
Corporation.
Information contained in this proxy statement with respect to stock ownership
was obtained from the Company's shareholder records, filings with
governmental authorities, or from the named individual nominees, directors
and officers. The persons identified in the foregoing table disclaim
beneficial ownership of shares owned or held in trust for the benefit of
members of their families or entities with which they may be associated.
The Company has an Audit Committee but does not have a nominating or
compensation committee. The Audit Committee consists of Messrs. Sirianni and
Strangis. During 1993, the Audit Committee did not meet in person. The
principal function of the Committee is to review the annual financial
statements of the Company prior to their submission to the Board of
Directors. The Audit Committee also has authority to consider such other
matters in relation to the internal and external audit of the Company's
accounts and in relation to its financial affairs as the Committee may
determine to be desirable. The Audit Committee members reviewed and ratified,
by a written unanimous action, the nature and extent of the services to be
provided by Grant Thornton, including services rendered in 1993, the costs
and fees for such services and the effect of such fee arrangements on the
independence of the auditors. During 1993 there were two Board of Directors
meetings. Directors of the Company, other than those who are also executive
officers, currently receive $275 for each Board and Audit Committee meeting
attended.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning annual
compensation paid by the Company to the Company's chief executive officer and
each of the highest paid executive officers whose salary and bonus exceeded
$100,000 for the fiscal years ended December 31, 1991, 1992 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
All Other
Name and Principal Position Year Salary Bonus Compensation(1)
<S> <C> <C> <C> <C>
Melvin S. Cohen 1993 $107,200 $108,800
Chairman of the Board and 1992 107,200 208,800
Chief Executive Officer 1991 107,200 212,000
Maryjo Cohen 1993 $ 64,000 $161,000 $2,249
President, Chief Operating 1992 64,000 161,000 2,282
Officer and Director 1991 64,000 167,400
Joseph H. Berney 1993 $ 80,100 $119,900 $2,011
Vice-Chairman of the Board, 1992 80,100 119,900 2,282
Director of Sales and
Director 1991 80,100 147,200
James F. Bartl 1993 $ 44,600 $118,900 $1,565
Secretary 1992 44,600 111,400 1,690
1991 44,600 113,900
</TABLE>
(1) The amounts shown in this column are matching contributions made by the
Company for executive officers participating in its 401 (k) Plan.
None of the executive officers named in the Summary Compensation Table hold
restricted stock grants.
PENSION PLAN
The Company maintains a qualified defined benefit Pension Plan in which
executive officers of the Company participate. Upon retirement, participants
may elect one of the Plan's payment options, including an annuity or lump sum
distribution. A participant's remuneration covered by the Company's Pension
Plan is his or her average compensation for the highest five consecutive
calendar years of service, or in the case of a participant who has been
employed for less than five full calendar years, the average is based upon
the number of completed years of employment with the Company. It is estimated
that the executive officers listed above (excluding Mr. Cohen, who received a
lump sum pension distribution in 1988) will receive at their normal
retirement date (age 65) a maximum annual benefit of $30,000 or an estimated
lump sum distribution of $230,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As described below in the report on executive compensation, members of the
Board of Directors determine the compensation of the executive officers of
the Company. This includes the compensation of those executive officers who
also serve as Directors, namely, Melvin S. Cohen, Chairman of the Board and
Chief Executive Officer, Maryjo Cohen, President and Chief Operating Officer,
and Joseph H. Berney, Vice Chairman of the Board and Director of Sales. The
Company's Chief Executive Officer and other executive officers who also serve
on the Board do not participate in any decisions regarding their own
compensation.
Executive officers of the Company, including Messrs. Cohen and Berney and Ms.
Cohen, also serve as directors and executive officers of the Company's
subsidiaries. Mr. Strangis is a member of the law firm of Kaplan, Strangis
and Kaplan, P.A., which the Company has retained as general counsel. Mr.
Sirianni is a Managing Director - Investments of Piper Jaffray Inc.,
Investment Bankers. The Company has purchased marketable securities during
1993 in transactions through brokerage firms, including Piper Jaffray
Inc. Mr. Ryberg was Vice President of Sales of the Company prior to his
retirement in 1983.
The Company expects to continue to utilize the legal services of Kaplan,
Strangis and Kaplan, P.A., and the brokerage services of Piper Jaffray Inc.,
during 1994. The Company believes that the terms and conditions of its
relationships with Kaplan, Strangis and Kaplan, P.A., and Piper Jaffray Inc.,
are as favorable as those that could have been obtained from other entities
providing those same services.
BOARD REPORT ON EXECUTIVE COMPENSATION
Decisions on executive compensation are made by the Board of Directors. There
is no separate compensation committee. Salaries and bonus compensation are
reviewed annually at or near the end of the Company's fiscal year.
Historically the Company has maintained salaries at a level which is
considered to be below salaries for executives of comparable companies. This
provides a more conservative approach to base compensation if the Company
experiences a significant adverse change in operating results which the Board
of Directors believes should result in a reduction in total compensation. The
Board did not consider operating results for 1993, although below those for
the previous year, to be significantly adverse. Salaries have been
historically supplemented by amounts characterized as bonus compensation
which is paid in cash as described in the above table. However, the Board
considers salaries and bonuses together to determine if total compensation,
irrespective of how characterized, is reasonably related to the services
provided.
The Company has not relied upon stock incentives as a principal part of its
compensation program for its executives. Although the Company has made
available stock purchase arrangements for executive officers in the past, the
last such arrangement for any of the executive officers named in the
foregoing table was in 1980.
The Board believes that the total salary and bonus compensation paid to its
executives is appropriate in relationship to the size and nature of the
Company's business, total compensation of other executives of similar
businesses, the longevity of such officers service with the Company, the
limited number of senior executives employed by the Company and the results
that have been achieved by its management group (although such bonuses are
not based upon a percentage or other formula utilizing revenues, income or
other financial data as predicates). No compensation or other consultant has
been retained by the Board to evaluate executive compensation. However, the
Board does consider data generally made available on executive compensation
by such organizations.
The Company has utilized the salary and discretionary bonus approach
described above for more than the last 25 years and no change in this
compensation approach is currently being considered. Because of their
substantial stock ownership, the interests of Mr. Cohen and Ms. Cohen, the
Company's two senior officers, are substantially related to the interests of
all stockholders. Mr. Berney and Mr. Bartl also have material stock interests
in relation to their compensation levels. Further, stock based compensation
is not deemed by the Board to be necessary or appropriate.
The basis for the compensation of Mr. Cohen as Chairman and Chief Executive
Officer is determined in the same manner as the compensation of the other
executive officers. Mr. Cohen has served as an executive officer of the
Company for more than 40 years. His annual salary of $107,200 has been in
effect since January 1, 1989. Mr. Cohen's bonus compensation is awarded by
the Board giving consideration to his demonstrated competency over many
years, expertise in a variety of significant niches within the business,
longevity with the Company and historic profitability of its business. Just
as in the case of other executives, no formula is utilized for determining
bonus compensation. Mr. Cohen's bonus compensation for 1993 was reduced at
his request to adjust for a substantial unavailability period during the year
necessitated by critical surgery, which proved effective in restoring him to
excellent health.
In 1993, Section 162(m) of the Internal Revenue Code was adopted which,
beginning in 1994, imposes an annual deduction limitation of $1.0 million on
the compensation of certain executive officers of publicly held companies.
The Board of Directors does not believe that the Section 162(m) limitation
will materially affect the Company in the near future based on the level of
the compensation of the executive officers. If the limitation would otherwise
apply, the Board of Directors could defer payment of a portion of the bonus
to remain under the $1.0 million annual deduction limitation.
Submitted by the Company's Board of Directors:
Melvin S. Cohen
Joseph H. Berney
Maryjo Cohen
Ralph Strangis
Walter G. Ryberg
John M. Sirianni
PERFORMANCE GRAPH
In accordance with regulations, the Company is including in this proxy
statement a line-graph presentation comparing cumulative, five-year
shareholder returns on an indexed basis with the Standard and Poor's 500
Composite Index (S&P 500 Index) and an index of eleven (11) electrical
appliance manufacturers created by Bridge Information Systems, Inc. (Bridge
Index). The Board of Directors has approved use of the Bridge Index. A list
of companies comprising that index is included in the graph below.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
NATIONAL PRESTO INDUSTRIES, INC., S&P 500 INDEX AND BRIDGE INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
December 31,
1988 1989 1990 1991 1992 1993
National Presto Industries,
Inc. |HU 100.0 121.1 144.5 231.0 201.0 190.6
S&P 500 Index |s4 100.0 131.5 127.5 166.5 179.1 196.8
Bridge Index |Ho 100.0 116.3 79.2 137.8 158.8 208.7
</TABLE>
Assumes $100 invested on December 31, 1988, in National Presto Industries,
Inc. Common Stock, S&P 500 Index and Bridge Index. Total return assumes
reinvestment of dividends.
BRIDGE INDEX COMPANIES: Allegheny International, Inc., Craftmade
International, Inc., Dynamics Corporation of America, Maytag Corporation,
National Presto Industries, Inc., Royal Appliance Mfg. Co., Singer Company,
N.V., Sunbeam Oster Company, Inc., Toastmaster, Inc., Whirlpool Corporation,
Windmere Corporation.
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton, Certified Public Accountants, were the independent
accountants for the Company during the year ended December 31, 1993, and have
been selected by the Audit Committee of the Company's Board of Directors to
be independent accountants for the Company during the fiscal year ending
December 31, 1994. The Audit Committee meets with representatives of Grant
Thornton and reviews in advance the general areas of non-audit services to be
provided and considers the effect of the fee arrangement for non-audit
services on the independence of the auditors. It is not anticipated that any
representative of such auditing firm will be present at the Annual Meeting of
Stockholders.
OTHER MATTERS
The cost of preparing, assembling and mailing this proxy statement, the
notice and form of proxy will be borne by the Company. The management has
made no arrangement to solicit proxies for the meeting other than by use of
mails, except that some solicitation may be made by telegraph, telephone,
facsimile, or personal calls by officers or regular employees of the Company.
The Company will, upon request, reimburse brokers and other persons holding
shares for the benefit of others in accordance with the rates approved by the
New York Stock Exchange for their expenses in forwarding proxies and
accompanying material and in obtaining authorization from beneficial owners
of the Company's stock to give proxies.
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should come before the meeting, it
is the intention of each person named in the proxy to vote such proxy in
accordance with his or her judgment on such matters.
NATIONAL PRESTO INDUSTRIES, INC., ANNUAL REPORT ON FORM 10-K, ON FILE WITH
THE SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED, WITHOUT CHARGE, UPON
WRITTEN REQUEST TO JAMES F. BARTL, SECRETARY, NATIONAL PRESTO INDUSTRIES,
INC., 3925 NORTH HASTINGS WAY, EAU CLAIRE, WISCONSIN 54703. COPIES OF
EXHIBITS TO FORM 10-K MAY BE OBTAINED UPON PAYMENT TO THE COMPANY OF THE
REASONABLE EXPENSE INCURRED IN PROVIDING SUCH EXHIBITS.
Any proposal intended to be presented for action at the 1995 Annual Meeting
of Stockholders of the Company (the "1995 Annual Meeting") by any stockholder
of the Company must be received by the Secretary of the Company at 3925 North
Hastings Way, Eau Claire, Wisconsin 54703, not later than December 2, 1994,
in order for such proposal to be included in the Company's Proxy Statement
and Proxy relating to the 1995 Annual Meeting. Nothing in this paragraph
shall be deemed to require the Company to include in its Proxy Statement and
Proxy relating to the 1995 Annual Meeting any stockholder proposal which does
not meet all of the requirements for such inclusion at the time in effect.
BY ORDER OF THE BOARD OF DIRECTORS
James F. Bartl, Secretary
