<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 [ ] 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
<PAGE> 2
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
APRIL 2, 1999
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 18, 1999.
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 and against the three
stockholder proposals described in the proxy statement. 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 29, 1999, we mailed you our annual report for 1998, 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.
[SIG] [SIG]
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 18, 1999, at 2:00 p.m., for the following
purposes:
(a) to elect two directors for three year terms ending in 2002 and
until their successors are elected and qualified;
(b) to consider and act upon the three stockholder proposals as set
forth in the proxy statement; and
(c) to transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 10, 1999, will be
entitled to vote at the meeting and any adjournment thereof.
James F. Bartl
Secretary
April 2, 1999
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 18, 1999
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 18, 1999 (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 2002 and
until their successors are elected and qualified;
(b) consider and act upon the three stockholder proposals as set
forth in the proxy statement; and
(c) transact such other business as may properly come before the
meeting.
Only stockholders of record as of the close of business on March 10, 1999,
will be entitled to vote at the Annual Meeting. The presence in person or by
proxy of holders of a majority of the shares of stock entitled to vote at the
Annual Meeting shall constitute a quorum for the transaction of business. The
approximate date on which this proxy statement and form of proxy were first
mailed to stockholders is April 2, 1999.
Shares voted as "withhold authority to vote" as to directors, and "abstain"
as to other matters, 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 or voting on other matters, as applicable. Consequently, a "withhold"
or "abstain" vote will have the same effect as a negative vote. If a broker
submits a proxy that indicates the broker does not have discretionary authority
as to certain shares to vote on a particular matter, those shares will not be
counted as shares that are present and entitled to vote with respect to that
matter.
2
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 7,359,478 shares
were outstanding and entitled to vote as of the close of business on the record
date, March 10, 1999. Each of the 7,359,478 outstanding shares of common stock
is entitled to one vote and there is no cumulative voting.
The following table sets forth information provided to the Company as to
beneficial ownership of the Company's common stock, as of the record date by (i)
the only shareholders known to the Company to hold 5% or more of such stock,
(ii) each of the directors and executives of the Company named in the Summary
Compensation Table, and (iii) all directors and officers as a group. Unless
otherwise indicated, all shares represent sole voting and investment power.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP COMMON STOCK
---------------- ----------------------- ------------
<S> <C> <C> <C>
Maryjo Cohen 2,009,632 (1)(2) 27.3%
3925 N. Hastings Way
Eau Claire, WI 54703
Melvin S. Cohen 447,353 (1)(3) 6.1%
3925 N. Hastings Way
Eau Claire, WI 54703
Bank One Corporation 423,726 (4) 5.8%
One First National Plaza
Chicago, IL 60670
James F. Bartl 61,726 (5) ---- (6)
Donald E. Hoeschen 457 ---- (6)
Richard F. Anderl 1,599 ---- (6)
John M. Sirianni 700 ---- (6)
Michael J. O'Meara 100 ---- (6)
Richard N. Cardozo ---- ----
All officers and directors as a group 2,135,554 (7) 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 228,593 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 335,978 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 874,231 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) Based on February 1, 1999, Schedule 13G filing with the Securities and
Exchange Commission.
(5) Includes 46,539 shares held by pension and retirement trusts of the Company
or affiliates for which Mr. Bartl is a co-trustee and as such exercises
shared voting and investment powers.
(6) Represents less than 1% of the outstanding shares of common stock of the
Company.
(7) Includes options for 1,250 shares currently exercisable by five 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 or held in trust for any other person, including
family members, trusts, or other entities with which they may be associated.
Stock ownership information contained in this Proxy Statement was obtained from
the Company's shareholder records, filings with governmental authorities, or
from the named directors and officers.
Based upon a review of Forms 3, 4 and 5 and any amendments thereto pursuant
to Section 16 of the Securities and Exchange Act of 1934, the Company believes
all such forms were filed on a timely basis by reporting persons during the
fiscal year ended December 31, 1998.
VOTING TRUST AGREEMENT
The two individual 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.
James F. Bartl, Executive Vice President, Secretary, and Resident Counsel of the
Company, and Mr. Michael J. O'Meara, Chairman of the Board, Peoples National
Bank, Eau Claire, Wisconsin, whose terms expire at the meeting.
4
<PAGE> 7
Unless otherwise directed, the proxies solicited by the Board of Directors
will be voted for the election as directors of the nominees named above. The
Company believes that each nominee named above will be able to serve; but should
any nominee be unable to serve as a director, the persons named in the proxies
have advised that they will vote for the election of such substitute nominee as
the Board may propose.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following table provides information as to the directors and nominees
of the Company.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION; DIRECTOR'S
BUSINESS EXPERIENCE DIRECTOR TERM TO
DIRECTOR AGE PAST 5 YEARS SINCE EXPIRE
- ------------------- --- ------------------------- -------- -----------
<S> <C> <C> <C> <C>
James F. Bartl* 58 Executive Vice President, 1995 1999
Secretary and Resident
Counsel of the Company
Michael J. O'Meara* 48 Chairman of the Board, 1996 1999
People's National Bank,
Eau Claire, Wisconsin(1)
Melvin S. Cohen 81 Chairman of the 1949 2000
Board of the
Company
Maryjo Cohen 46 President and Chief 1988 2000
Executive Officer
of the Company(2)
John M. Sirianni 40 Managing Director- 1992 2001
Investments, Piper
Jaffray Inc.
Richard N. Cardozo 63 Carlson Chair in 1998 2001
Entrepreneurial Studies/
Professor of Marketing,
University of Minnesota
</TABLE>
*Nominee
- -------------------
(1) Mr. O'Meara is also a director of People's National Bank.
(2) Ms. Cohen is the daughter of Mr. Cohen.
5
<PAGE> 8
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 1998, 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 1998, the costs
and fees for such services and the effect of such fee arrangements on the
independence of the auditors. During 1998, there were three 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 four highest paid executive officers whose salary and bonus exceeded
$100,000 for the fiscal year ended December 31, 1998.
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 1998 $ 107,200 $ 23,525 $ - 0 -
Chairman of the Board 1997 107,200 23,525 - 0 -
1996 107,200 48,525 - 0 -
Maryjo Cohen 1998 $ 64,000 $ 206,000 $ 3,200
President, Chief Executive 1997 64,000 206,000 1,600
Officer and Director 1996 64,000 196,000 1,500
James F. Bartl 1998 $ 44,600 $ 170,400 $ 3,200
Executive Vice President, Secretary, 1997 44,600 160,400 1,600
Resident Counsel and Director 1996 44,600 150,400 1,500
Donald E. Hoeschen 1998 $ 41,370 $ 116,500 $ 3,007
Vice President-Sales 1997 37,204 109,000 1,368
1996 31,370 99,000 - 0 -
Richard F. Anderl 1998 $ 45,000 $ 80,000 $ 2,400
Vice President-Engineering 1997 45,000 75,000 1,150
1996 45,000 70,000 1,100
</TABLE>
(1) The amounts shown in this column are matching contributions made by the
Company for executive officers participating in its 401(k) 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. Ander(l) - 0 - - 0 - 250 / 0 688 / 0
Donald E. Hoeschen - 0 - - 0 - 250 / 2,000 1,438 / 11,500
</TABLE>
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.
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 and Chief Executive Officer, and James F. Bartl, Executive Vice
President, 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 1998 in transactions
through brokerage firms, including Piper Jaffray Inc. In the opinion of the
Board, Mr. Sirianni is independent of management and his business relationship
with the Company, which is not material, would not interfere with his exercise
of independent judgement as an Audit Committee member.
The Company expects to continue to utilize the brokerage services of Piper
Jaffray Inc. during 1999. 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. However, the Company has made available
stock purchase arrangements for executive officers. The last such arrangement
for any of the executive officers named in the foregoing table was in 1997.
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 (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 and Chief
Executive 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 1997 for Ms. Cohen, which was attributed to her overall
performance on behalf of the Company. 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 Michael J. O'Meara
Maryjo Cohen John M. Sirianni Richard N. Cardozo
10
<PAGE> 13
PERFORMANCE GRAPH
The performance graph below compares cumulative five-year shareholder
returns on an indexed basis with the Standard and Poor's 500 Composite Index
(the "S&P 500 Index"), the Bridge Information Systems, Inc. Index (the "Bridge
Index"), and a Peer Group comprised of small appliance industry competitors (the
"Peer Group"). The Company has elected to replace the Bridge Index with the Peer
Group as the industry index for purposes of future performance graphs.
Management believes that the Peer Group is more representative of companies that
compete with the Company in the small appliance industry than the Bridge Index,
which also includes major appliance manufacturers that are more representative
of the broader household appliance industry. The companies comprising the Bridge
Index and the Peer Group are set forth at the bottom of this page.
FIVE-YEAR TOTAL RETURN COMPARISON OF NATIONAL PRESTO,
S&P 500 INDEX, BRIDGE INDEX, AND PEER GROUP
[GRAPH]
<TABLE>
<CAPTION>
DECEMBER 31,
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
National Presto Industries, Inc. 100.0 89.9 90.2 89.0 99.3 112.5
S&P 500 Index 100.0 101.4 139.5 172.0 229.5 295.9
Bride Index 100.0 86.5 86.3 90.1 124.9 112.6
Peer Group 100.0 110.5 77.1 116.8 176.7 52.6
</TABLE>
Assumes $100 invested on December 31, 1993, in National Presto Industries, Inc.
Common Stock, the S&P 500 Index, the Bridge Index and the Peer Group. Total
return assumes reinvestment of dividends.
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.
PEER GROUP COMPANIES: National Presto Industries, Inc., Rival Company, Salton,
Inc., Sunbeam Corporation, Toastmaster, Inc., Windmere Durable Holdings, Inc.
11
<PAGE> 14
STOCKHOLDER PROPOSALS
STOCKHOLDER PROPOSAL NO. 1
Management has been advised that Ms. Ruthellen Miller, 23 Park Circle, Great
Neck, NY 11024, owner of 100 shares of the Company's common stock, intends to
present the following proposal at the Annual Meeting. To be adopted, this
resolution, which is opposed by the Board of Directors, would require the
affirmative vote of a majority of the votes present or in person by proxy
entitled to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE FOLLOWING PROPOSAL FOR
THE REASONS STATED AFTER THE PROPOSAL.
MAXIMIZE VALUE RESOLUTION
Resolved that the shareholders of National Presto Industries, Inc.
Corporation urge the National Presto Industries, Inc. Board of Directors to
arrange for the prompt sale of National Presto Industries, Inc. to the highest
bidder.
The purpose of the Maximize Value Resolution is to give all National Presto
Industries, Inc. shareholders the opportunity to send a message to the National
Presto Industries, Inc. Board that they support the prompt sale of National
Presto Industries, Inc. to the highest bidder. A strong and or majority vote by
the shareholders would indicate to the board the displeasure felt by the
shareholders of the shareholder returns over many years and the drastic action
that should be taken. Even if it is approved by the majority of the National
Presto Industries, Inc. shares represented and entitled to vote at the annual
meeting, the Maximize Value Resolution will not be binding on the National
Presto Industries, Inc. Board. The proponent however believes that if this
resolution receives substantial support from the shareholders, the board may
choose to carry out the request set forth in the resolution:
The prompt auction of National Presto Industries, Inc. should be
accomplished by any appropriate process the board chooses to adopt including a
sale to the highest bidder whether in cash, stock, or a combination of both. It
is expected that the board will uphold its fiduciary duties to the utmost during
the process.
The proponent further believes that if the resolution is adopted, the
management and the board will interpret such adoption as a message from the
company's stockholders that it is no longer acceptable for the board to continue
with its current management plan and strategies.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION
12
<PAGE> 15
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO PROPOSAL
THE BOARD OF DIRECTORS OPPOSES THE FOREGOING PROPOSAL AND UNANIMOUSLY RECOMMENDS
THAT THE STOCKHOLDERS VOTE "AGAINST" THE PROPOSAL FOR THE REASONS DESCRIBED
BELOW.
This proposal to auction off the Company to the highest bidder is not, in your
Board's judgment, in the best interest of National Presto Industries, Inc. and
its stockholders.
The proponent owns 100 shares of stock, which she has held for two years. Her
proposal appears to indicate a greater desire for a self-vindicating profit,
rather than in the long term economic health of the Company. A suggested
resolution, defeated by a 90% contrary vote last year, at least offered
alternatives to an auction. That proposal included other routes for disposition
of the Company including negotiated sale, merger, or restructuring, indicating
some continuing interest in the well-being of those shareholders who might not
prefer immediate disposition of their stock.
The Board's basis for urging the rejection of Ms. Miller's resolution is
presented below.
Most importantly, your Board believes it can only function effectively when
strategic planning is conducted confidentially. Should it become apparent to the
Board in the future that disposition of the Company's assets through sale or
merger would be a wise course of action, exploration could proceed without
disturbing ongoing valuable relationships. In this way, plans can be developed
discreetly, without the fear of adverse publicity or disruptions of the public
market for the Company's stock. The Board intends to continue its practice of
diligently evaluating and pursuing alternatives to enhance stockholder value.
Your Board believes adoption of the proposal could seriously prejudice the
financial interest of stockholders. Illustratively, publicity surrounding
approval of the proposal could severely damage long term relationships with the
Company's principal customers, and create competitive disadvantages for the
Company in the marketplace. Key customers might become concerned about the
continuity of supply of products, which could provide an open invitation for
competitors to step in and take away existing business. Approval of the proposal
could generate negative reactions from both suppliers and employees. In today's
highly mobile labor market, worries about the future stability of an
organization can trigger unrest, and lead to loss of key employees. Realization
of one or a combination of these factors could result in severe economic
consequences.
The Company's operating performance is generally superior to others in its
industry.
In recent years, the durable housewares industry has suffered difficult business
conditions, largely resulting from ever increasing concentration of power in a
handful of dominant retailers. Such dominance has enabled
13
<PAGE> 16
these retailers to withstand price increases attributable even to inflation,
demand added distribution services without compensation, dictate product design,
insist upon random promotions, etc.
This condition is well recognized and has been widely commented upon in
relationship to the (a) purchase by Sunbeam of Coleman, First Alert and
Signature Brands, all large volume but loss generating companies, and the
subsequent revelation that Sunbeam was not profitable, but to the contrary was
suffering huge losses, (b) reported declines in both 1997 and 1998 calendar year
fourth quarter earnings by West Bend, owned by Premark International, and (c) a
38% comparative decrease in 1998 earnings by Windmere Durable Holdings, Inc.,
the recent acquirer of Black & Decker's small appliance business segment.
Your Board of Directors is not satisfied with the results achieved to date.
Efforts are ongoing to achieve greater improvement in future bottom line
results. Nevertheless, as can be seen from the table on the following page, your
Company's operating earnings, net earnings, gross margins and stock market
performance continue to be superior to most in its industry.
Nor can the Company's unparalleled dividend record be ignored. With payment of
the March, 1999, dividend, the Company will have paid dividends for 55
consecutive years and in each of the most recent 46 years the dividend rate
either equaled or surpassed prior distributions.
National Presto Industries, Inc. is facing and reacting to the same challenges
impacting its competitors. Your Board has formulated a general plan to meet
those challenges and capitalize upon existing opportunities. That plan is of
such significance as to merit it being featured on the cover, and in the opening
paragraphs of the Letter to Shareholders, in the 1998 Annual Report. It promises
attention will be directed toward identifying a business category or categories
where employee skills and assets, monetary and other, can be profitably
employed, while seeking externally generated inventions to supplement in-house
creativity so as to augment the flow of new products.
When the Company's performance is compared with others in its industry, as
fairness demands, even in the area of stock market performance (see table,
following page), it becomes apparent that its market price does not reflect
management inadequacies, where an appropriate cure might be an "auction-like"
sale of the Company as proposed.
FOR THE REASONS STATED ABOVE, THE COMPANY'S BOARD OF DIRECTORS BELIEVES THAT THE
STOCKHOLDER PROPOSAL IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"AGAINST" THE STOCKHOLDER PROPOSAL.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED "AGAINST" THE PROPOSAL
UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE ON THE PROXY.
14
<PAGE> 17
1998 COMPARATIVE PERFORMANCE - SMALL APPLIANCE INDUSTRY(a)
<TABLE>
<CAPTION>
Net Earnings 1998 Stock Prices
Gross Margins Operating Earnings -------------------- Dividend --------------------------------
as a % of Sales as a % of Sales $(000) % of Sales Per Share High Low Final % Change(f)
--------------- --------------- ------ ---------- ---------- ----- --- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
National Presto 33.8% 17.1% $ 19,733 18.4% $ 2.00 43 1/2 36 1/16 42 5/8 7.7%
Sunbeam(b) 8.9% -19.6% (544,570) -32.8% 0.03 53 4 5/8 6 7/8 -83.7%
Toastmaster(b),(c) 16.1% 1.3% (1,184) -0.8% 0.08 7 3/4 4 7 67.1%
Windmmere(e) 28.0% 2.1% 28,751 6.1% - 37 3/8 4 1/16 7 3/4 -65.7%
Rival(b) 24.5% 5.0% 1,647 0.5% 0.28 18 6 5/8 13 7/16 2.4%
Salton(d),(e) 39.8% 13.2% 32,910 8.6% - 25 3/4 8 25 5/8 184.7%
</TABLE>
(a) The NACCO Housewares Group, which includes its Hamilton Beach/Proctor Silex
subsidiary, has not been included in the table due to the relatively small
impact that Group has on total sales and earnings, even though this Group
reported 1998 net earnings of 2.8% as a percentage of sales. Similarly,
information on Premark International, the parent of West Bend, has not been
included, despite the fact that West Bend's earnings have been identified as
being a drag on the performance of Premark.
(b) Nine months ended September 30, 1998 plus Fourth Quarter of 1997.
(c) The high and final stock price for 1998 reflects an acquisition premium
where the purchaser (Salton) apparently believes it can supply superior
management so as to earn a positive return, an objective which eluded prior
management.
(d) Twelve months ended December 31, 1998 - Fiscal year is June 30.
(e) Admittedly, Salton has demonstrated unusual earnings. Such performance can
be traced to its current blockbuster product, the George Foreman Grill.
Observers of the small appliance industry are aware of the short cycle for
new products. If history is prologue, National Presto is more likely to be
the author of future blockbusters than any of its competitors.
(f) Represents the percentage change from the prior year.
15
<PAGE> 18
STOCKHOLDER PROPOSAL NO. 2
Management has been advised that Mr. William Steiner, 4 Radcliff Drive, Great
Neck, NY 11024, owner of 1,200 shares of the Company's common stock, intends to
present the following proposal at the Annual Meeting. To be adopted, this
resolution, which is opposed by the Board of Directors, would require the
affirmative vote of a majority of the votes present or in person by proxy
entitled to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE FOLLOWING PROPOSAL FOR
THE REASONS STATED AFTER THE PROPOSAL.
ELIMINATE CLASSIFIED BOARD OF DIRECTORS RESOLUTION
"RESOLVED, that the stockholders of the Company request that the Board of
Directors take the necessary steps, in accordance with state law, to declassify
the Board of Directors so that all directors are elected annually, such
declassification to be effected in a manner that does not affect the unexpired
terms of directors previously elected."
SUPPORTING STATEMENT
The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable for
implementation of those policies. I believe that the classification of the Board
of Directors, which results in only a portion of the Board being elected
annually, is not in the best interests of the Company and its stockholders.
The Board of Directors of the Company is divided into three classes serving
staggered three-year terms. I believe that the Company's classified Board of
Directors maintains the incumbency of the current Board and therefore of current
management, which in turn limits management's accountability to stockholders.
The elimination of the Company's classified Board would require each new
director to stand for election annually and allow stockholders an opportunity to
register their views on the performance of the Board collectively and each
director individually. I believe this is one of the best methods available to
stockholders to insure that the Company will be managed in a manner that is in
the best interests of the stockholders.
A classified board might also be seen as an impediment to a potential
takeover of the company's stock at a premium price. With the inability to
replace a majority of the board at one annual meeting, an outside suitor might
be reluctant to make an offer in the first place.
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<PAGE> 19
I believe that concerns expressed by companies with classified boards that
the annual election of all directors could leave companies without experienced
directors in the event that all imcumbents are voted out by stockholders, are
unfounded. In my view, in the unlikely event that stockholders vote to replace
all directors this decision would express stockholder dissatisfaction with the
incumbent directors and reflect the need for change.
I URGE YOUR SUPPORT. VOTE FOR THIS RESOLUTION.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO PROPOSAL
THE BOARD OF DIRECTORS OPPOSES THE FOREGOING PROPOSAL AND UNANIMOUSLY RECOMMENDS
THAT THE STOCKHOLDERS VOTE "AGAINST" THE PROPOSAL FOR THE REASONS DESCRIBED
BELOW.
Your Company continues to believe it is important to maintain a classified Board
of Directors and to do so is in the best interests of its shareholders.
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, two directors are elected for three-year terms. This staggered election
of directors is a common, and very sensible technique, which has been adopted by
shareholders of many major corporations. The stockholders of National Presto
adopted these methods in 1976 by a vote of 89% of the shareholders. Laws of many
states specifically permit a classified board, including the State of Wisconsin.
Rules of the New York Stock Exchange likewise contemplate this practice.
Certainly thoughtful and responsible shareholders can concentrate upon
background data and determine their preference for a given directorship more
readily if they need study only two potential candidates at election time,
rather than a full slate.
A classified board promotes policy continuity and leadership stability by
assuring that experienced and knowledgeable personnel occupy seats at all times.
Such a Board, by design, avoids precipitous and imprudent changes which can
easily occur when lessons learned in the past, as supplied by veteran directors,
are not brought to bear. Stockholders of National Presto Industries, Inc. can
take comfort from the benefits inherent in the staggered Board, as can
customers, suppliers, employees, and the communities in which the Company's
facilities are located. As a result of the difficulties facing the small
appliance industry today, including the pitfalls and adverse results experienced
by others, stability, continuity, and knowledge of the industry by the Board of
Directors have become increasingly important. If ever there was a time for a
company engaged in the small appliance business to enjoy the umbrella of a
classified board, that time is now.
17
<PAGE> 20
Some readers of Mr. Steiner's proposal might contend that he has a basic
objective in mind, and that he is prepared to advance that objective, at almost
any cost. Simply stated (by those who so contend), it appears he desires to lay
the groundwork for a "hostile" takeover of the Company, whereby a corporate
raider can propose its complete slate of directors to replace incumbents. While
hostile takeovers were common in the 1980s, their significance and number have
largely declined in the current relatively enlightened era of acquisitions and
mergers. Today, business combinations primarily result from civilly conducted
negotiations, between managements, with incumbent boards of directors in the
background. Certainly, it would be inadvisable to sacrifice an efficient
existing method of corporate governance to accommodate Mr. Steiner's unrealistic
aims.
It is not possible to overstate the importance to a director of prior experience
with a given company, when evaluating performance in that role. Most people who
have served as directors will admit very candidly that it required at least two
years of service before sufficient grasp of the company's culture enabled them
to make meaningful contributions. Indoctrination classes are provided for new
employees, calling for performance of a single task in departments such as
administration, accounting, sales, engineering, etc. Imagine the complexities
facing a new director who must understand the workings of an entire company,
involving a mosaic of all these functions in an industry that is totally foreign
to any personal previous exposure. If all incoming directors are thus
handicapped, chaos can be expected to result. Perhaps the erratic fiscal
behavior of companies captured in hostile takeovers can be explained by the fact
that their planning was under directors without previous experience in the
specific business involved. New directors entering a classified board are
provided the time needed to understand their fresh environment, and enjoy the
benefit of guidance and tutelage from veteran board members.
The proponent would have stockholders believe that directors elected for
three-year terms are less accountable than those elected on an annual basis. If
anything, the reverse is true. A director elected for a three-year term knows he
will be held responsible for all of the results of a given decision, and can be
expected to behave rationally. On the other hand, a short-term director might
well approach issues on the theory that his successor can cleanup any
potentially nasty aftermath of decisions which addressed only immediate
considerations.
FOR THE REASONS SET FORTH ABOVE, THE COMPANY'S BOARD OF DIRECTORS BELIEVES THAT
THIS STOCKHOLDER PROPOSAL IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"AGAINST" THE PROPOSAL.
THE PROXY SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED "AGAINST" THE
PROPOSAL UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE ON THE PROXY.
18
<PAGE> 21
STOCKHOLDER PROPOSAL NO. 3
Management has been advised that Ms. Joyce A. Sample, 224 N. Duke Street,
Lancaster, PA 17602, owner of 100 shares of the Company's common stock, intends
to present the following proposal at the Annual Meeting. To be adopted, this
resolution, which is opposed by the Board of Directors, would require the
affirmative vote of a majority of the votes present or in person by proxy
entitled to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE FOLLOWING PROPOSAL FOR
THE REASONS STATED AFTER THE PROPOSAL.
SHAREHOLDER RESOLUTION
WHEREAS, a majority of the directors of National Presto Industries, Inc.
(the "Company") are officers of the Company or receive income directly or
indirectly from the Company other than for their service as directors;
WHEREAS, the Company's shareholders may believe that the lack of
independent directors has resulted, and will continue to result, in corporate
decision-making that is not in the best interests of the Company's owners; and
WHEREAS, the Company's shareholders should seek to protect their investment
by ensuring that the Company is governed primarily by independent outside
directors;
NOW THEREFORE, BE IT RESOLVED, that the Company's shareholders hereby amend
Article III of the Company's bylaws to add the following Section 3.13. The
amendment will become effective one year following approval of a majority of the
outstanding shares voting in person or by proxy at the annual shareholder
meeting.
Section 3.13. The board of directors of the corporation shall at all
times contain a majority of independent directors. For purposes of this Section
3.13, "independent director" means a director who is not an officer or employee
of the corporation and who otherwise does not derive income from the
corporation, either directly or indirectly, other than as compensation for
his/her services as a director. Notwithstanding any other provision of these
bylaws, this Section 3.13 may not be altered, amended or repealed, except by the
holders of a majority of the outstanding shares of the Company's common stock.
SUPPORTING STATEMENT
While the Company's products are a national institution, the five year
total return shown by the stock from 1993 through 1997 is negative. I believe
the root of the problem is a lack of focus on shareholder
19
<PAGE> 22
value by the Company's directors, a majority of whom are officers of the Company
or otherwise receive income indirectly from the Company.
I believe that independent outside directors, who receive no compensation
from a corporation other than for their service as directors, are better able to
promote shareholder value, because they do not have personal or professional
ties to the Company that may cloud their judgment or prevent them from acting in
the stockholders' best interests.
To ensure that you, the shareholder, receive independent and objective oversight
for your Company, I urge you to support the above proposal by voting "FOR" on
your proxy card.
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO PROPOSAL
THE BOARD OF DIRECTORS OPPOSES THE FOREGOING PROPOSAL AND UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE "AGAINST" THE PROPOSAL FOR THE REASONS DESCRIBED BELOW.
This proposal, in your Board's judgement, is not in the best interests of the
Company or its stockholders.
The proponent owns 100 shares of National Presto Industries, Inc. stock, which
she has owned since November 1996. Last year, this same stockholder submitted a
proposal to sell and/or merge the Company, which was overwhelmingly defeated by
a 90% vote. In that proposal, she contrasted Presto's performance to that of
Sunbeam, in terms most unflattering to your Company. Just where would Presto's
stock be priced today had its affairs been conducted in the fashion which caused
Sunbeam's stock to plunge 91% in 1998?
In effect, the proponent maintains in her supporting statement that the
Company's stock performance would have been better with a majority of
independent outside directors. This argument fails to recognize that small
appliance industry stocks have suffered because of the difficulties facing the
industry, rather than the so-called lack of independence of directors. As noted
earlier in this proxy statement (see pages 13-15), National Presto outperformed,
in all major respects, the majority of its competitors. The proponent offers no
factual justification in support of her position for the simple reason that
there is none. Apparently, she has engaged in pure conjecture and surmise. Her
reasoning is remindful of the Roman emperor who executed the messenger carrying
bad news, based upon his dislike of that news. It is significant that she is
unable to point to specific failure of judgment by a so-called inside director,
or to brilliant recommendations, perhaps rejected, from independent outside
directors.
An inference is made that those directors who are officers of the Company are
not focused on shareholder value. As a measure of comparative interest in the
Company's destiny and well-being, it is interesting to observe that as of March
1, 1999, those directors, in aggregate, owned or controlled 2,132,204 shares,
20
<PAGE> 23
constituting 29% of total shares outstanding, with the vast bulk of these shares
having been held long term. Is it not apparent that the proponent's suggestion
that these directors are not focused on shareholder value is misplaced and is
belied by the facts? Just where will anyone find substitute directors with a
greater incentive to accelerate share value than these officers/directors?
National Presto's Board of Directors has functioned extraordinarily well over
the years. The Company has been able to combine the talents and diverse
backgrounds of outside directors with that of its most senior officers. A
consistent objective has been to select as potential board members for
shareholder approval, individuals who are eminently qualified, and can provide
substantial and practical guidance. This stockholder proposal could result in
frustrating such efforts in the future, is unduly restrictive, and wholly
inappropriate.
Historically, the Company has been served well by using a balanced mix of inside
and outside directors, with at least one of them not totally independent of the
Company. Business relationships with the Company are fully disclosed, in
accordance with established requirements of the Securities and Exchange
Commission. These relationships may enhance a director's knowledge about the
Company and be of assistance in executing responsibilities. As noted elsewhere
in this proxy (see page 8, Compensation Committee Interlocks and Insider
Participation), the Company does conduct business transactions with one of its
current outside directors, but those activities are not material to either the
Company or the individual, and in the Board's opinion, those activities do not
affect the independence of that Board member.
The Company also disagrees with the proponent's definition of "independent
director." For example, under the proponent's definition, any outside director
who receives dividends flowing from ownership of Company stock, and thus
receives "income" from the corporation, would not be considered independent.
Ability to fulfill fiduciary obligations to represent and safeguard the best
interests of the stockholders as a whole could be impaired if the composition of
the Board consisted primarily of "independent directors," as defined by the
proponent. Stockholders ultimately decide on the composition of the Board.
Should a stockholder feel that a particular nominee is not qualified to serve by
reason of lack of independence, he or she may express that view via the ballot
box, not by a misplaced blanket prohibition. The stockholder proposal, if
implemented, would merely limit the freedom of choice presently enjoyed by the
Company's stockholders.
FOR THE REASONS SET FORTH ABOVE, THE COMPANY'S BOARD OF DIRECTORS BELIEVES THAT
THIS STOCKHOLDER PROPOSAL IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"AGAINST" THE PROPOSAL.
THE PROXY SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED "AGAINST" THE
PROPOSAL UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE ON THE PROXY.
21
<PAGE> 24
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, Certified Public Accountants, were the independent
accountants for the Company during the year ended December 31, 1998, and have
been selected by the Audit Committee to be independent accountants for the
Company during the fiscal year ending December 31, 1999. 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.
22
<PAGE> 25
SHAREHOLDER PROPOSALS
Any proposal intended to be presented for action at the 2000 Annual Meeting
of Stockholders of the Company (the "2000 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 3, 1999, in
order for such proposal to be included in the Company's Proxy Statement and
Proxy relating to the 2000 Annual Meeting. Nothing in this paragraph shall be
deemed to require the Company to include in its Proxy Statement and Proxy
relating to the 2000 Annual Meeting any stockholder proposal which does not meet
all of the requirements for such inclusion at the time in effect.
Pursuant to Rules 14a-4 and 14a-5(e) of the Securities and Exchange
Commission, as amended, which govern the use by the Company of its discretionary
voting authority with respect to certain shareholder proposals, should the
Company receive notice after February 16, 2000, of any such stockholder proposal
which will be circulated independent of the Company's proxy statement, the
persons named in proxies solicited by the Board of Directors of the Company for
its 2000 Annual Meeting may exercise discretionary voting power with respect to
any such proposal.
BY ORDER OF THE BOARD OF DIRECTORS
James F. Bartl, Secretary
23
<PAGE> 26
PRESTO(R)
NOTICE OF
ANNUAL
MEETING
AND
PROXY
STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1999
Please sign and return the
enclosed proxy card promptly.
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
<PAGE> 27
<TABLE>
<S><C>
NATIONAL PRESTO INDUSTRIES, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE DIRECTORS
PROXY The undersigned hereby appoints Melvin S. Cohen and Maryjo Cohen, and each of them jointly
Eau Claire, Wisconsin 54703 and severally as proxies, with the power to appoint substitutes, and hereby authorizes
Telephone (715) 839-1119 them to represent 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 10, 1999,
at the Annual Meeting of Stockholders to be held on by May 18, 1999, and any adjournment
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" BOTH NOMINEES.
1. ELECTION OF DIRECTORS FOR both nominees listed below WITHHOLD authority to vote
(except as marked to the contrary below [ ] for both nominees listed below [ ]
James F. Bartl Micheal J. O'Meara
(INSTRUCTIONS:
To vote against any individual nominee write that nominee's name in the space provided.)
----------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 2,3, AND 4.
2. Stockholder proposal #1 regarding the sale of the company.
[ ] For [ ] Against [ ] Abstain
3. Stockholder proposal #2 regarding the declassification of the Board of Directors.
[ ] For [ ] Against [ ] Abstain
4. Stockholder proposal #3 regarding outside directors.
[ ] For [ ] Against [ ] Abstain
(Continued, and to be signed, on the other side)
5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the
meeting.
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 SPECIFIED IN ITEM 1 AND "AGAINST" ITEMS 2,3, AND 4.
--- -------
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 ,1999
-------------------
------------------------------------------------------------------
Signature
- ----------------------------------------------
|PLEASE MARK, SIGN, DATE AND RETURN THE PROXY| ------------------------------------------------------------------
|CARD PROMPTLY USING THE ENCLOSED ENVELOPE | Signature if held jointly
- ----------------------------------------------
</TABLE>
