<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
- --------------------------------------------------------------------------------
(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:
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<PAGE> 2
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
MARCH 31, 2000
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 16, 2000.
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 29, 2000, we mailed you our annual report for 1999, 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 16, 2000, at 2:00 p.m., for the following
purposes:
(a) to elect two directors for three year terms ending in 2003 and until
their successors are elected, and
(b) to transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 8, 2000, will be
entitled to vote at the meeting and any adjournment thereof.
James F. Bartl
Secretary
March 31, 2000
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 16, 2000
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 16, 2000 (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 2003 and until
their successors are elected, 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 8, 2000,
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.
Abstentions and proxies submitted by brokers who do not have authority to vote
on certain matters will be considered "present" at the Annual Meeting for
purposes of determining a quorum. The approximate date on which this proxy
statement and form of proxy were first mailed to stockholders is March 31, 2000.
Directors are elected by a plurality of the votes cast, which means the
individuals who receive the largest number of votes will be elected as directors
up to the maximum number of directors to be chosen in the election. Therefore,
shares voted as "withhold authority to vote" will have no effect on the election
of directors.
2
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 7,209,606 shares
were outstanding and entitled to vote as of the close of business on the record
date, March 8, 2000. Each of the 7,209,606 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.
AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP COMMON STOCK
---------------- ----------------------- ------------
Maryjo Cohen 2,014,610(1)(2) 27.9%
3925 N. Hastings Way
Eau Claire, WI 54703
Melvin S. Cohen 455,331(1)(3) 6.3%
3925 N. Hastings Way
Eau Claire, WI 54703
Dimensional Fund Advisors, Inc. 385,950(4) 5.4%
1299 Ocean Avenue
Santa Monica, CA 90401
American Century Investment 388,300(5) 5.4%
Management, Inc.
4500 Main Street
Kansas City, MO 64141-9210
James F. Bartl 66,704(6) ----(7)
Donald E. Hoeschen 556 ----(7)
Richard F. Anderl 1,431 ----(7)
John M. Sirianni 2,000 ----(7)
Michael J. O'Meara 100 ----(7)
Richard N. Cardozo
All officers and directors
as a group 2,144,782(8) 29.7%
(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.
(Footnotes continued on next page.)
3
<PAGE> 6
(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 233,571 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.
(3) Includes 343,956 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 Agreement," 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 11, 2000, Schedule 13-G filing with the Securities and
Exchange Commission.
(5) Based on February 10, 2000, Schedule 13-G filing with the Securities and
Exchange Commission.
(6) Includes 51,517 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.
(7) Represents less than 1% of the outstanding shares of common stock of the
Company.
(8) Includes options for 1,000 shares currently exercisable by four 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, 1999.
VOTING TRUST AGREEMENT
The first 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
4
<PAGE> 7
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 of the Company,
and Ms. Maryjo Cohen, President and Chief Executive Officer of the Company,
whose terms expire at the meeting.
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.
PRINCIPAL OCCUPATION; DIRECTOR'S
BUSINESS EXPERIENCE DIRECTOR TERM TO
DIRECTOR AGE PAST 5 YEARS SINCE EXPIRE
- ------------- --- -------------------- ----- ------
Melvin S. Cohen* 82 Chairman of the 1949 2000
Board of the
Company
Maryjo Cohen* 47 President and Chief 1988 2000
Executive Officer
of the Company(1)
John M. Sirianni 41 Managing Director- 1992 2001
Investments, U.S. Bancorp
Piper Jaffray Inc.
Richard N. Cardozo 64 Carlson Chair in 1998 2001
Entrepreneurial Studies/
Professor of Marketing,
University of Minnesota
James F. Bartl 59 Executive Vice President, 1995 2002
Secretary and Resident
Counsel of the Company
Michael J. O'Meara 49 Chairman of the Board 1996 2002
and Director,
People's National
Bank, Eau Claire,
Wisconsin
- --------------------------
*Nominee
(1) 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 1999, 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 1999, the costs
and fees for such services and the effect of such fee arrangements on the
independence of the auditors. During 1999, 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 meetimg 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, 1999.
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<PAGE> 9
SUMMARY COMPENSATION TABLE
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
Melvin S. Cohen 1999 $107,200 $ 23,525 $ - 0 -
Chairman of the Board 1998 107,200 23,525 - 0 -
1997 107,200 23,525 - 0 -
Maryjo Cohen 1999 $ 64,000 $206,000 $ 3,200
President, Chief Executive 1998 64,000 206,000 3,200
Officer and Director 1997 64,000 206,000 1,600
James F. Bartl 1999 $ 44,600 $180,400 $ 3,200
Executive Vice President, 1998 44,600 170,400 3,200
Secretary, Resident Counsel 1997 44,600 160,400 3,200
and Director 1,600
Donald E. Hoeschen 1999 $ 41,370 $124,000 $ 3,157
Vice President-Sales 1998 41,370 116,500 3,007
1997 37,204 109,000 1,368
Richard F. Anderl 1999 $ 45,000 $ 85,000 $ 2,500
Vice President-Engineering 1998 45,000 80,000 2,400
1997 45,000 75,000 1,150
(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
Shares Options At In-The-Money Options
Acquired On Value Fiscal Year-End(#) At Fiscal Year-End($)
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Donald E. Hoeschen - 0 - - 0 - 250 / 1,750 (1)
</TABLE>
(1) The outstanding options at year-end were not "in the money."
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, both of which are based
upon length of service and remuneration. 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, applicable to participants with 35
years of service and "Plan" remuneration of $83,000.
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 U.S. Bancorp
Piper Jaffray Inc. The Company has purchased marketable securities during 1999
in transactions through brokerage firms, including U.S. Bancorp 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 U.S.
Bancorp Piper Jaffray Inc. during 2000. The Company believes that the terms and
conditions of its relationship with U.S. Bancorp 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. 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") and a Peer Group comprised of small appliance industry
competitors (the "Peer Group"). The companies comprising the Peer Group are set
forth at the bottom of this page.
FIVE-YEAR TOTAL RETURN COMPARISON OF NATIONAL PRESTO,
S&P 500 INDEX, AND PEER GROUP
[ A GRAPH ]
------------------------------------------------
December 31,
- --------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
- --------------------------------------------------------------------------------
National Presto Industries, Inc. 100.0 100.4 99.0 110.5 125.1 110.5
- --------------------------------------------------------------------------------
S&P 500 Index 100.0 137.6 169.5 226.1 291.8 353.0
- --------------------------------------------------------------------------------
Peer Group 100.0 66.3 104.4 167.3 45.1 47.2
- --------------------------------------------------------------------------------
Assumes $100 invested on December 31, 1994, in National Presto Industries, Inc.
Common Stock, the S&P 500 Index, and the Peer Group. Total return assumes
reinvestment of dividends.
Peer Group Companies: National Presto Industries, Inc., Salton, Inc., Sunbeam
Corporation, and Windmere Durable Holdings, Inc.
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, 1999, and have
been selected by the Audit Committee to be independent accountants for the
Company during the fiscal year ending December 31, 2000. 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, email, 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.
12
<PAGE> 15
SHAREHOLDER PROPOSALS
Any proposal intended to be presented for action at the 2001 Annual
Meeting of Stockholders of the Company (the "2001 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,
2000, in order for such proposal to be included in the Company's Proxy Statement
and Proxy relating to the 2001 Annual Meeting. Nothing in this paragraph shall
be deemed to require the Company to include in its Proxy Statement and Proxy
relating to the 2001 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 14, 2001, 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 2001 Annual Meeting may exercise discretionary voting power with respect to
any such proposal.
BY ORDER OF THE BOARD OF DIRECTORS
James F. Bartl, Secretary
13
<PAGE> 16
PRESTO(R)
---------
Notice of
Annual
Meeting
and
Proxy
Statement
Annual Meeting of Stockholders
May 16, 2000
Please sign and return the
enclosed proxy card promptly.
National Presto Industries, Inc.
Eau Claire, Wisconsin 54703
<PAGE> 17
<TABLE>
<S><C>
NATIONAL PRESTO INDUSTRIES, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY The undersigned hereby appoints Melvin S. Cohen and Maryjo Cohen,
Eau Claire, Wisconsin 54703 and each of them jointly and severally as proxies, with the power
Telephone (715) 839-2119 to appoint substitutes, and hereby authorizes 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 8, 2000, at the Annual Meeting of Stockholders
to be held on March 16, 2000, and any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" BOTH NOMINEES.
I. ELECTION OF DIRECTORS FOR both nominees listed below WITHHOLD authority to vote
(except as marked to the contrary for both nominees listed
below) [ ] below [ ]
Melvin S. Cohen Maryjo Cohen
(INSTRUCTIONS: To vote against any individual nominee write that nominee's name in 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)
</TABLE>
<PAGE> 18
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.
Please sign exactly as name appears below.
------------------------------------------
When shares are held by joint tenants, both
should sign. When signing as attorney,
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 , 2000
-------------
------------------------------------------
Signature
------------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
