<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 [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NATIONAL PRESTO INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NATIONAL PRESTO INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fees required
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] 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, 1997
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 20, 1997.
We sincerely hope that you will be able to be present to meet the
management of your company, see the new products that will be displayed at the
meeting, and 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 27, 1997, we mailed you our annual report for 1996, 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 20, 1997, at 2:00 p.m., for the
following purposes:
(a) to elect two directors for three year terms ending in 2000 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 12, 1997, will be
entitled to vote at the meeting and any adjournment thereof.
James F. Bartl
Secretary
April 4, 1997
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 20, 1997
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 20, 1997 (the "Annual Meeting"), 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 2000 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 12, 1997,
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, 1997.
Shares voted as "withhold authority to vote for" as to directors will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum at the Annual Meeting and as unvoted,
although present and entitled to vote, for purposes of electing directors. If
a broker submits a proxy that indicates the broker does not have discretionary
authority as to certain shares to vote as to the election of directors, those
shares will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum at the meeting, but will be
unvoted for purposes of electing directors.
2
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 7,353,071 shares
were outstanding and entitled to vote as of the close of business on the record
date, March 12, 1997. Each of the 7,353,071 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 2,003,438 (1)(2) 27.2%
3925 N. Hastings Way
Eau Claire, WI 54703
Melvin S. Cohen 440,946 (1)(3) 6.0%
3925 N. Hastings Way
Eau Claire, WI 54703
All officers and directors as a group 2,133,576 (4) 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 222,186 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 329,571 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 873,385 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 such
shares.
(4) Includes options for 500 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 any trust for any other person, including family
members, of which such persons are trustees or by any private charitable
foundation of which such persons are directors or officers.
Voting Trust Agreement
The two beneficial owners listed in the foregoing table, and eight 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 of the Company. 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 exercises all rights to vote the shares subject
to the voting trust 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 two nominees who receive the highest number
of votes will be elected directors of the Company for the three-year term
commencing at the Annual Meeting. The Board of Directors propose as nominees
Mr. Melvin S. Cohen, Chairman of the Board, and Ms. Maryjo Cohen, President,
Chief Executive and Financial Officer of the Company, whose terms expire at the
meeting.
4
<PAGE> 7
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; Director's 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* 79 Chairman of the 1949 1997 440,946(2)(3) 6.0%
3925 N. Hastings Way Board of the
Eau Claire, WI 54703 Company
Maryjo Cohen* 44 President, Chief 1988 1997 2,003,438(2)(4)(5) 27.2%
3925 N. Hastings Way Executive and
Eau Claire, WI 54703 Financial Officer
of the Company
Walter G. Ryberg 79 Retired 1983 1998 5,000 (6)
P.O. Box 1212
Eau Claire, WI 54702
John M. Sirianni 38 Managing Director- 1992 1998 500 (6)
3602 Timber Trails Court Investments, Piper
Eau Claire, WI 54701 Jaffray Inc.
James F. Bartl 56 Secretary and 1995 1999 55,498(2) (6)
3925 N. Hastings Way Resident Counsel
Eau Claire, WI 54703 of the Company
Michael J. O'Meara 46 Chairman of the Board, 1996(8) 1999 100 (6)
2720 Golf Road People's National Bank,
Eau Claire, WI 54701 Eau Claire, Wisconsin(7)
</TABLE>
- -------------------
* Nominee
(1) Unless otherwise indicated, each director has sole voting and investment
powers for all shares beneficially owned.
(Footnotes continued on next page.)
5
<PAGE> 8
(2) Includes 40,132 shares held by pension and retirement trusts of the
Company or affiliates for which Mr. Cohen, Ms. Cohen, and Mr. Bartl
share voting and investment powers.
(3) See footnotes 1 and 3 under Voting Securities and Principal Holders
Thereof.
(4) See footnotes 1 and 2 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) Mr. O'Meara is also a director of People's National Bank.
(8) On September 5, 1996, Mr. O'Meara was elected to the Board of Directors
to fill the vacancy created by the resignation of Mr. Ralph Strangis.
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
O'Meara. During 1996, 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 the nature and extent of the services
to be provided by Grant Thornton LLP, including services rendered in 1996, the
costs and fees for such services and the effect of such fee arrangements on the
independence of the auditors. During 1996, there were two Board of Directors
meetings. Directors of the Company, other than those who are also executive
officers, currently receive $1000 for each Board and $275 for each Audit
Committee meeting attended. Executive officers are not compensated for services
as Board members.
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, 1996.
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 1996 $107,200 48,525 - 0 -
Chairman of the Board 1995 107,200 61,800 - 0 -
1994 107,200 94,800 - 0 -
Maryjo Cohen 1996 $ 64,000 $196,000 $1,500
President, Chief Executive 1995 64,000 196,000 1,500
and Financial Officer 1994 64,000 186,000 2,310
and Director
Richard F. Anderl 1996 $ 45,000 $ 70,000 $1,100
Vice President 1995 45,000 65,000 1,050
1994 45,000 60,000 1,005
James F. Bartl 1996 $ 44,600 $150,400 $1,500
Secretary, Resident Counsel 1995 44,600 140,400 1,500
and Director 1994 44,600 132,200 1,640
</TABLE>
- ---------------------------
(1) The amounts shown in this column are matching contributions made by the
Company for executive officers participating in its 401(k) Plan.
During 1996, none of the executive officers named in the Summary
Compensation Table received restricted stock awards, and one of the executive
officers named in the Summary Compensation Table was granted stock options
under the Company's 1988 Stock Option Plan.
AGGREGATE OPTION EXERCISE IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options At In-The-Money Options
Shares Fiscal Year-End (#) At Fiscal Year-End ($)
Acquired On Value ------------------- ----------------------
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Richard F. Anderl 125 250.00 250 / 500 - / -(1)
</TABLE>
- ---------------------------
(1) No in-the-money options.
7
<PAGE> 10
PENSION PLAN
The Company maintains a qualified defined benefit pension plan (the
"Plan") in which executive officers of the Company (other than Mr. Cohen)
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 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, 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 of Directors 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. Sirianni is a Managing Director-Investments of Piper Jaffray
Inc. The Company has purchased marketable securities during 1996 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 brokerage services of Piper
Jaffray Inc., during 1997. The Company believes that the terms and conditions
of its relationship with Piper Jaffray Inc. are as favorable as those that
could have been obtained from other entities providing similar 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 that 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 that the Board of Directors
believes should result in a reduction in total compensation. Salaries
historically have been supplemented by amounts characterized as bonus
compensation, which is paid in cash as described in the above table. The Board
considers; however, 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. The Board does
consider; however, 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 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 for Ms. Cohen which, in part, reflected the additional
responsibilities she assumed as Chief Executive. There was no increase in Ms.
Cohen's 1996 compensation. 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. 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 Michael J. O'Meara 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
(the "S&P 500 Index") and an index of ten (10) electrical appliance
manufacturers created by Bridge Information Systems, Inc. (the "Bridge
Index").(1)(2) 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
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
DECEMBER 31,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
National Presto Industries, Inc. 100.0 87.0 82.5 74.2 74.5 73.4
S&P 500 Index 100.0 107.7 118.2 119.8 164.8 203.2
Bridge Index 100.0 115.2 151.4 131.0 130.7 136.4
</TABLE>
Assumes $100 invested on December 31, 1991, in National Presto Industries, Inc.
Common Stock, the S&P 500 Index' and the Bridge Index. Total return assumes
reinvestment of dividends.
(1)Bridge Index Companies: Craftmade International, Inc., Dynamics Corporation
of America, Maytag Corporation, National Presto Industries, Inc., Royal
Appliance Mfg. Co., Singer Company, N.V., Sunbeam Corporation, Toastmaster,
Inc., Whirlpool Corporation, Windmere Durable Holdings Inc.
(2)As of September 1990, the common stock of Allegheny International, Inc.
ceased to be traded. Accordingly, Allegheny International, Inc. is no longer
included in the Bridge Index.
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, 1996, and has
been selected by the Audit Committee to be independent accountants for the
Company during the fiscal year ending December 31, 1997. 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 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. If other matters should come before the meeting; however, 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.
SHAREHOLDER PROPOSALS
Any proposal intended to be presented for action at the 1998 Annual
Meeting of Stockholders of the Company (the "1998 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 5, 1997, in order for such proposal to be included in the Company's
Proxy Statement and Proxy relating to the 1998 Annual Meeting. Nothing in this
paragraph shall be deemed to require the Company to include in its Proxy
Statement and Proxy relating to the 1998 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 20, 1997
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
- --------------------------------------------------------
