<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
NATIONAL PRESTO INDUSTRIES
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NATIONAL PRESTO INDUSTRIES
- -------------------------------------------------------------------------------
(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(j)(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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
___________________
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
APRIL 4, 1996
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 21, 1996.
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 28, 1996, we mailed you our annual report for 1995 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
expressing your viewpoints on our products and business or to answer any
questions that you might have regarding your Company.
/s/ Maryjo Cohen /s/ Melvin S. Cohen
President Chairman
<PAGE> 3
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 21, 1996, at 2:00 p.m., for the
following purposes:
(a) To elect two directors for three year terms ending
in 1999 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 13, 1996, will be
entitled to vote at the meeting and any adjournment thereof.
James F. Bartl
Secretary
April 4, 1996
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.
1
<PAGE> 4
NATIONAL PRESTO INDUSTRIES, INC.
3925 NORTH HASTINGS WAY
EAU CLAIRE, WISCONSIN 54703
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 1996
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 21, 1996, 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
1999 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 13, 1996,
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 4, 1996.
2
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 7,350,892 shares
were outstanding and entitled to vote as of the close of business on the record
date, March 13, 1996. Each of the 7,350,892 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 OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP COMMON STOCK
------------------- ----------------------- ------------
<S> <C> <C>
Maryjo Cohen 2,001,206(1)(2) 27.2%
3925 N. Hastings Way
Eau Claire, WI 54703
Melvin S. Cohen 438,767(1)(3) 6.0%
3925 N. Hastings Way
Eau Claire, WI 54703
Eileen Phillips Cohen 146,700(1)(4) 2.0%
P.O. Box 1212
Eau Claire, WI 54702
Edith Phillips 111,375(1)(5) 1.5%
P.O. Box 1212
Eau Claire, WI 54702
All officers and directors
as a group 2,133,352(6) 29.0%
</TABLE>
_____________________
(1) Includes 111,375 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.
(2) 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 220,007 shares owned by pension and retirement 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.
(Footnotes continued on next page.)
3
<PAGE> 6
(3) Includes 327,392 shares owned by pension and retirement trusts of the
Company or affiliates, charitable trusts and private charitable
foundations (other than the Phillips Foundation) of which Mr. Cohen is a
co-trustee, officer or director, and as such exercises shared voting and
investment powers. Does not include 876,679 shares held in a voting trust
described in the section below captioned "Voting Trust Agreeement," for
which Mr. Cohen holds voting trust certificates. Pursuant to the voting
trust, Mr. Cohen does not have the power to vote or dispose of these
shares.
(4) Includes 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. Does
not include 419,930 shares held in a voting trust described in the section
below captioned "Voting Trust Agreement," for which Mrs. Cohen holds a
voting trust certificate. Pursuant to the voting trust, Mrs. Cohen does
not have the power to vote or dispose of these shares.
(5) Does not include 450,495 shares held in a voting trust described in the
section below captioned "Voting Trust Agreement," for which Mrs. Phillips
holds a voting trust certificate. Pursuant to the voting trust, Mrs.
Phillips does not have the power to vote or dispose of these shares.
(6) Includes 375 shares currently exercisable by two officers under the
National Presto Industries, Inc. 1988 Stock Option Plan.
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. Ralph Strangis, member of the law firm of
Kaplan, Strangis and Kaplan, P.A., and Mr. James F. Bartl, Secretary and
Resident Counsel of the Company, whose terms expire at the meeting.
4
<PAGE> 7
INFORMATION CONCERNING DIRECTORS AND NOMINESS
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>
Ralph Strangis* 59 Member of the law 1978 1996 2,488 (3)
5500 Norwest Center firm of Kaplan, Strangis
90 S. Seventh Street and Kaplan, P.A.(2)
Minneapolis, MN 55402
James F. Bartl* 55 Secretary and 1995(4) 1996 53,271(5) (3)
3925 N. Hastings Way Resident Counsel
Eau Claire, WI 54703 of the Company
Melvin S. Cohen 78 Chairman of the 1949 1997 438,767(5)(6) 6.0%
3925 N. Hastings Way Board of the
Eau Claire, WI 54703 Company
Maryjo Cohen 43 President, Chief 1988 1997 2,001,206(5)(7)(8) 27.2%
3925 N. Hastings Way Executive and
Eau Claire, WI 54703 Financial Officer
of the Company
Walter G. Ryberg 78 Retired 1983 1998 5,000 (3)
P.O. Box 1212
Eau Claire, WI 54702
John M. Sirianni 37 Managing Director- 1992 1998 300 (3)
3602 Timber Trails Court Investments, Piper
Eau Claire, WI 54701 Jaffray Inc., Investment
Bankers and prior to
November 6, 1991, Vice
President
</TABLE>
* Nominee
1) Unless otherwise indicated, each director has sole voting and investment
powers for those shares beneficially owned.
(Footnotes continued on next page.)
5
<PAGE> 8
(2) Mr. Strangis is also a director of Damark International, Inc., Life USA
Holding, Inc., Payless Cashways, Inc., and TCF Financial Corporation.
(3) Represents less than 1% of the outstanding shares of common stock of the
Company.
(4) On October 26, 1995, Mr. Bartl was elected to the Board of Directors to
fill the vacancy created on October 8, 1995, by the untimely death of
Joseph H. Berney.
(5) Includes 37,953 shares held by pension and retirement trusts of the
Company or affiliates for which Messrs. Bartl and Cohen and Ms. Cohen
share voting and investment powers.
(6) See footnotes 1 and 3 under Voting Securities and Principal Holders
Thereof.
(7) See footnotes 1 and 2 under Voting Securities and Principal Holders
Thereof.
(8) Ms. Cohen is the daughter of Mr. Cohen.
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 1995, the Audit Committee held two meetings. 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 LLP,
including services rendered in 1995, the costs and fees for such services and
the effect of such fee arrangements on the independence of the auditors. During
1995, 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 year ended December 31, 1995.
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- --------------------------- ---- ------ ----- --------------
<S> <C> <C> <C> <C>
Melvin S. Cohen 1995 $107,200 $ 61,800 - 0-
Chairman of the Board 1994 107,200 94,800 - 0-
1993 107,200 108,800 - 0-
Maryjo Cohen 1995 $ 64,000 $196,000 $ 1,500
President, Chief Executive 1994 64,000 186,000 2,310
and Financial Officer 1993 64,000 161,000 2,249
and Director
Joseph H. Berney(2) 1995 $ 80,100 $119,900 $225,750
Vice-Chairman of the Board, 1994 80,100 121,700 2,011
Director of Sales and Director 1993 80,100 119,900 2,011
Richard F. Anderl 1995 $ 45,000 $ 65,000 $ 1,050
Vice President 1994 45,000 60,000 1,005
1993 45,000 55,000 971
James F. Bartl 1995 $ 44,600 $140,400 $ 1,500
Secretary, Resident Counsel 1994 44,600 132,200 1,640
and Director 1993 44,600 118,900 1,565
</TABLE>
1) The amounts shown in this column are matching contributions made by the
Company for executive officers participating in its 401(k) Plan, except
for $224,250 to Mr. Berney representing a lump sum payment made in
accordance with the Company pension plan.
(2) Mr. Berney passed away on October 8, 1995.
None of the executive officers named in the Summary Compensation Table
have received restricted stock awards. None of the executive officers named in
the Summary Compensation Table were granted stock options under the Company's
1988 Stock Option Plan, except for Mr. Anderl, who was awarded a stock option
grant in 1989 for 2,500 shares of the Company's common stock at a price of
$39.875 per share, vesting at ten equal annual installments beginning on date
of grant for a term of ten years.
AGGREGATE OPTION EXERCISE IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
ACQUIRED ON VALUE ------------------- -------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------- -------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Richard F. Anderl 250 281.25 250 / 750 - / -(1)
</TABLE>
(1) No in-the-money options.
7
<PAGE> 10
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 and Mr. Berney, whose estate received a lump
sum pension distribution in 1995) 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, Maryjo
Cohen, President, Chief Executive and Financial Officer, and James F. Bartl,
Secretary and Resident Counsel. 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 Bartl 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 1995 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 1996. The Company believes that the terms and conditions of its
relationship with Kaplan, Strangis and Kaplan, P.A., is as favorable as that
which the firm extends to other unassociated third parties, and with Piper
Jaffray Inc., is as favorable as those that could have been obtained from other
entities providing those same services.
8
<PAGE> 11
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 significant adverse operating results which the Board of Directors
believes should result in a reduction in total compensation. 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 1989.
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. Bartl also has material stock interests in relation to
his compensation level. Further, stock based compensation is not deemed by the
Board to be necessary or appropriate.
9
<PAGE> 12
The basis for the compensation of Ms. Cohen as President, Chief Executive
and Financial Officer is determined in the same manner as the compensation for
the other executive officers. In May 1994, Ms. Cohen, who has been a full-time
employee of the Company since 1976, an officer since 1983, and President since
1989, assumed the added responsibilities of Chief Executive and Financial
Officer. As noted in the foregoing table, there was an increase in total
compensation in 1995 and 1994 for Ms. Cohen which, in part, reflected the
additional responsibilities she assumed as Chief Executive. The Board
considered, in establishing Ms. Cohen's compensation, her demonstrated
competence over many years, the scope of responsibilities assumed and her
expertise in a variety of significant niches within the business, and
profitability of the Company. No specific weight was assigned to any of these
factors and, as in the case of other executives, no formula is utilized for
determining bonus compensation.
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 James F. Bartl Walter G. Ryberg
Maryjo Cohen Ralph Strangis John M. Sirianni
10
<PAGE> 13
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.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
National Presto Industries, Inc. 100.0 159.8 139.1 131.9 118.5 119.0
S&P 500 Index 100.0 130.7 140.7 154.4 156.5 215.4
Bridge Index 100.0 174.0 200.5 263.4 227.9 227.4
</TABLE>
Assumes $100 invested on December 31, 1990, 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.
11
<PAGE> 14
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, Certified Public Accountants, were the independent
accountants for the Company during the year ended December 31, 1995, 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, 1996. The Audit Committee meets with representatives of Grant Thornton LLP
to review their comments and plans for future audits. 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 mail,
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., FORM 10-K ANNUAL REPORT, 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 1997 Annual
Meeting of Stockholders of the Company (the "1997 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 4, 1996, in order for such proposal to be included in the Company's
Proxy Statement and Proxy relating to the 1997 Annual Meeting. Nothing in this
paragraph shall be deemed to require the Company to include in its Proxy
Statement and Proxy relating to the 1997 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
12
<PAGE> 15
PRESTO (R)
Notice of
Annual
Meeting
and
Proxy
Statement
Annual Meeting of Stockholders
May 21, 1996
Please sign and return the enclosed proxy promptly.
National Presto Industries, Inc.
Eau Claire, Wisconsin 54703
<PAGE> 16
<TABLE>
<S><C>
NATIONAL PRESTO THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
INDUSTRIES, INC. PROXY The undersigned hereby appoints Melvin S. Cohen and Maryjo Cohen as Proxies, each
Eau Claire, Wisconsin 54703 with the power to appoint his or her substitute, and hereby authorizes them to represent
Telephone (715) 839-2119 and to vote as designated below, all the shares of common stock of National Presto
Industries, Inc., held of record by the undersigned on March 13, 1996, at the Annual
Meeting of Stockholders to be held on May 21, 1996, or any adjournment thereof.
1. ELECTION OF DIRECTORS FOR both nominees listed below AGAINST
(except as marked to the contrary below) / / both nominees listed below / /
RALPH STRANGIS JAMES F. BARTL
(INSTRUCTIONS: To vote against any individual nominee write that nominee's name on the space provided below.)
- ------------------------------------------------------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the
meeting.
(Continued, and to be signed, on the other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR BOTH NOMINEES.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN
SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
DATED , 1996
----------------------------------- ---------------------------------------------------------------
Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE. ---------------------------------------------------------------
Signature if held jointly
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