<PAGE> 1
SCHEDULE 14A
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 Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
NYCOR, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Kent E. Hansen
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-111:
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
1 (Set forth the amount on which the filing fee is calculated and state how it
was determined):
/ / 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
NYCOR, INC.
287 Childs Road
Basking Ridge, New Jersey 07920
(908) 953-8200
March 27, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
the Company to be held at 10:30 a.m. on Friday, April 28, 1995 at the Somerset
Hills Hotel, 200 Liberty Corner Road, Warren, New Jersey.
Enclosed are the Notice of Meeting, Proxy Statement and proxy card. At the
meeting, action will be taken to elect directors and ratify the appointment of
independent auditors.
These matters are more particularly described in the Proxy Statement, which
we urge you to read carefully. It is important that your shares be represented
at the meeting whether or not you are personally able to be present. Please
sign, date and return your proxy as soon as possible. If you do attend and wish
to vote in person, your proxy can be revoked at your request. Your prompt
response in immediately returning the enclosed proxy card will be appreciated.
We look forward to seeing you on April 28.
Sincerely,
/s/ Salvatore Giordano /s/ Salvatore Giordano
Salvatore Giordano Sal Giordano, Jr.
Chairman of the Board Vice Chairman
<PAGE> 3
NYCOR, INC.
BASKING RIDGE, NEW JERSEY 07920
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1995
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
NYCOR, Inc. (the "Company") will be held at the Somerset Hills Hotel, 200
Liberty Corner Road, Warren, New Jersey, on Friday, April 28, 1995 at 10:30
a.m. for the following purposes:
1. To elect two directors to serve for a term of three years and until
their successors shall be elected and shall have qualified;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the ensuing year; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on March 1, 1995 has been fixed as the record date
for the determination of the holders of shares of the Company's Common Stock and
Class B Stock entitled to notice of, and to vote at, the Annual Meeting. A list
of the stockholders entitled to vote at the Annual Meeting will be available
during the period ten days prior to the date of the Annual Meeting for
examination by any stockholder, for any purpose germane to the meeting, during
ordinary business hours at the offices of the Company, 287 Childs Road, Basking
Ridge, New Jersey.
By order of the Board of Directors
KENT E. HANSEN
Secretary
Dated: March 27, 1995
Basking Ridge, New Jersey
IMPORTANT: YOUR VOTE IS IMPORTANT. THE BOARD OF DIRECTORS INVITES YOU TO ATTEND
THE MEETING IN PERSON, BUT IF YOU ARE UNABLE TO BE PERSONALLY PRESENT, PLEASE
DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS
REQUIRED IF THE PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE
UNITED STATES.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Proxy Statement....................................................................... 1
Election of Directors................................................................. 2
Meetings of the Board of Directors and Certain Committees........................ 2
Security Ownership of Directors and Executive Officers................................ 3
Principal Stockholders................................................................ 5
Executive Compensation................................................................ 6
Independent Auditors.................................................................. 9
Stockholder Proposals -- 1996 Annual Meeting.......................................... 10
Cost of Solicitation.................................................................. 10
</TABLE>
<PAGE> 5
NYCOR, INC.
287 CHILDS ROAD
BASKING RIDGE, NEW JERSEY 07920
(908) 953-8200
-------------------------------
PROXY STATEMENT
-------------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of NYCOR, Inc. (the "Company") of proxies in the
accompanying form to be used at the Annual Meeting of Stockholders of the
Company to be held on April 28, 1995, and at all adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting. It is intended
that this Proxy Statement and the proxies solicited hereby be mailed to
stockholders on March 27, 1995. A stockholder who shall sign and return a proxy
in the form enclosed with this Proxy Statement has the power to revoke it at any
time before it is exercised by giving written notice to the Secretary of the
Company to such effect or by delivering to the Company an executed proxy bearing
a later date. Any stockholder who has given a proxy may still attend the Annual
Meeting, revoke his or her proxy, and vote in person.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1994, including financial statements, is enclosed.
The close of business on March 1, 1995 has been fixed as the record date
for the determination of the stockholders entitled to notice of, and to vote at,
the Annual Meeting. As of such date, 2,799,594 shares of Common Stock and
714,100 shares of Class B Stock of the Company were outstanding and entitled to
be voted at the Annual Meeting. The holders of Class B Stock are entitled to ten
votes per share in any election of directors if more than 15% of the shares of
Common Stock outstanding on the record date are owned beneficially by a person
or a group of persons acting in concert, or if a nomination for the Board of
Directors is made by a person or a group of persons acting in concert (other
than the Board) provided such nomination is not made by one or more holders of
Class B Stock, acting in concert with each other, who beneficially own more than
15% of the shares of Class B Stock outstanding on such record date. The Board of
Directors is not presently aware of any circumstance that would give holders of
Class B Stock the right to ten votes per share in the election of directors at
the Annual Meeting.
The affirmative vote of a majority of the shares of Common Stock and Class
B Stock, voting in person or by proxy together as a single class, is required to
elect directors and ratify the appointment of the independent auditors. As of
March 1, 1995, the executive officers and directors together held 853,634 shares
or 24.8% of the combined voting percentage of the outstanding shares of Common
Stock and Class B Stock voting as a single class. Such executive officers and
directors are expected to vote in favor of these proposals.
The proxies in the accompanying form will be voted as specified, but if no
specification is made they will be voted in favor of the election of directors
and ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for the ensuing year. In the discretion of the
proxyholders, the proxies will also be voted for or against such other matters
as may properly come before the meeting. The Board of Directors is not aware
that any other matters are to be presented for action at the meeting.
The shares represented by a proxy which is timely returned and marked
"Abstain" as to any matter, as well as broker non-votes, will be considered
present at the Annual Meeting and will be included in the calculation of those
shares needed to constitute a quorum. The shares represented by such proxies,
although
<PAGE> 6
considered present for quorum purposes, will not be considered a part of the
voting power present with respect to any proposal which is abstained from or to
which the broker non-vote relates.
ELECTION OF DIRECTORS
Stockholders may vote for a maximum of two directors at the Annual Meeting
of Stockholders. The nominees for election as directors are Messrs. Sal
Giordano, Jr. and William J. Brennan. With the exception of Mr. Keen, each of
the individuals listed below has been a director since October 1986. Mr. Keen
was first elected a director of the Company in 1990. Set forth opposite the name
of each nominee and each director is his age, principal occupation for the past
five years, the name and principal business of any corporation or other
organization in which such employment is carried on and other business
directorships held by the nominee or director. The Company is not presently
aware of any circumstance which would prevent either nominee from fulfilling his
duties as a director of the Company.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE PAST
NAME FIVE YEARS AND AGE
- ------------------------------ --------------------------------------------
<S> <C>
NOMINEES -- THREE YEAR TERM
Sal Giordano, Jr.*............ Vice Chairman of the Company(1)(2); 56
William J. Brennan............ Retired (2); Director of Fedders Corporation
and CSM Environmental Systems, Inc.; 67
DIRECTORS -- TWO YEAR REMAINING TERM
Joseph Giordano*.............. President of the Company(1)(2); 62
S. A. Muscarnera**............ Director of Fedders Corporation(2); 55
DIRECTORS -- ONE YEAR REMAINING TERM
Salvatore Giordano............ Chairman of the Board of the Company(1)(2); 84
C. A. Keen.................... Retired(3); 70
</TABLE>
- ---------------
* Son of Salvatore Giordano
** Nephew of Salvatore Giordano
(1) Messrs. Salvatore Giordano and Sal Giordano, Jr. are also executive officers
of, and they and Mr. Joseph Giordano are directors and stockholders of,
Fedders Corporation ("Fedders"), a manufacturer of room air conditioners.
Fedders purchases compressors from Rotorex Company, Inc., a subsidiary of
the Company, in the ordinary course of its business. In 1994, such
purchases totaled $60.4 million.
(2) Messrs. Salvatore Giordano, Joseph Giordano, Sal Giordano, Jr. and S. A.
Muscarnera have been associated in executive capacities with the Company
and Fedders for more than five years. Mr. Brennan was President and
Treasurer of the Company until his retirement on December 31, 1987.
(3) Mr. Keen was Vice President of Fedders for more than 20 years until his
retirement in August 1992, with responsibilities in a number of areas
during that time, including marketing, treasury and international sales and
sourcing.
MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES
During 1994, the Board of Directors of the Company held five meetings. All
of the present directors attended 75% or more of such meetings and of meetings
of committees of which they were members. Directors who are not employees
receive an annual fee of $16,000.
2
<PAGE> 7
The Audit Committee of the Board of Directors, consisting of Messrs.
William J. Brennan and S.A. Muscarnera, held two meetings during 1994. The Audit
Committee reviews the audit function with the Company's independent auditors.
The chairman of the Audit Committee, Mr. Brennan, receives a fee of $1,000 for
each meeting he attends. Other members of the Audit Committee who are not
employees receive a fee of $500 for each meeting they attend.
The Company does not have a nominating or compensation committee.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of March 1, 1995, each director of the Company, the executive officers
included in the Summary Compensation Table and all directors and executive
officers of the Company owned beneficially the number of shares of the Company's
equity securities set forth in the following table. Shares subject to
acquisition within sixty days pursuant to stock options are shown separately.
Unless otherwise indicated, the owners listed have sole voting and investment
power.
<TABLE>
<CAPTION>
AMOUNT AND NATURE SHARES SUBJECT
TITLE OF NAME OF INDIVIDUAL OF BENEFICIAL TO ACQUISITION PERCENT
CLASS OR PERSONS IN GROUP OWNERSHIP WITHIN 60 DAYS(8) OWNED(9)
- ---------- ------------------------------------------------- ----------------- -------------
<S> <C> <C> <C> <C>
Common Salvatore Giordano 20,816(1) -- Less than 1%
Stock Sal Giordano, Jr. 83,917(1)(2) -- 3.0%
Joseph Giordano 39,528(1) -- 1.4%
William J. Brennan 58,529(3) -- 2.1%
S.A. Muscarnera 16,250 -- Less than 1%
All directors and executive
officers as a group 213,102 -- 7.8%
Class A Salvatore Giordano 592,525(4)(5) -- 14.5%
Stock Sal Giordano, Jr. 368,988(4)(6) -- 9.0%
Joseph Giordano 141,942(4) -- 3.5%
William J. Brennan 63,373(3) -- 1.6%
S.A. Muscarnera 35,903 -- Less than 1%
C.A. Keen 14,250 -- Less than 1%
Kent E. Hansen 25,000 15,000 Less than 1%
All directors and executive
officers as a group 1,021,469 15,000 25.2%
Class B Salvatore Giordano 640,532(7) -- 89.7%
Stock Sal Giordano, Jr. 640,532(7) -- 89.7%
Joseph Giordano 640,532(7) -- 89.7%
All directors and executive
officers as a group 640,532(7) -- 89.7%
Ownership of Common Stock, Class
A Stock and Class B Stock,
combined, by all directors and
executive officers as a group 1,875,103 15,000 24.8%
</TABLE>
3
<PAGE> 8
- ---------------
(1) The amount shown includes 2,969 shares as to which Messrs. Salvatore
Giordano, Joseph Giordano and Sal Giordano, Jr. share voting and investment
power.
(2) The amount shown includes 2,500 shares held of record by Mr. Giordano's wife
and 20,201 shares held of record by Mr. Giordano's wife in trust for their
grandchildren, as to which Mr. Giordano disclaims beneficial ownership.
(3) The amount shown includes 250 shares as to which Mr. Brennan shares voting
and investment power.
(4) The amount shown includes 110,256 shares as to which Messrs. Salvatore
Giordano, Joseph Giordano and Sal Giordano, Jr. share voting and investment
power.
(5) The amount shown includes 84,876 shares held of record by Mr. Giordano's
wife and 39,264 shares held of record by Mr. Giordano's wife in trust for
their grandchildren, as to which Mr. Giordano disclaims beneficial
ownership.
(6) The amount shown includes 4,991 shares held of record by Mr. Giordano's wife
and 8,610 shares held of record by Mr. Giordano's wife in trust for their
grandchildren, as to which Mr. Giordano disclaims beneficial ownership.
(7) The amount shown is held by Giordano Holding Corp. Messrs. Salvatore
Giordano, Sal Giordano, Jr. and Joseph Giordano are officers and directors
of such corporation and share voting and investment power over these
shares.
(8) The amounts shown are shares held under stock options exercisable within 60
days.
(9) The Class B Stock is convertible into Common Stock at any time on a
share-for-share basis. In the event that the individuals named as owning
Class B Stock converted their shares into Common Stock, such individuals
and the group would own the following number of shares constituting the
indicated percentage of Common Stock outstanding: Mr. Salvatore Giordano,
661,348 (of which 643,501 are shares as to which Mr. Giordano shares voting
and investment power with Messrs. Joseph Giordano and Sal Giordano, Jr.)
constituting 19.2%; Mr. Sal Giordano, Jr., 724,449 shares (of which 643,501
are shares as to which Mr. Giordano shares voting and investment power with
Messrs. Salvatore Giordano and Joseph Giordano) constituting 21.1%; Mr.
Joseph Giordano, 680,060 (of which 643,501 are shares as to which Mr.
Giordano shares voting and investment power with Messrs. Salvatore Giordano
and Sal Giordano, Jr.) constituting 19.8% and all directors and officers as
a group, 853,634 shares constituting 24.8%.
4
<PAGE> 9
PRINCIPAL STOCKHOLDERS
The following table sets forth information at March 1, 1995 with respect to
the beneficial ownership of the Company's voting securities by all persons known
by the Company to own more than 5% of the Company's outstanding voting
securities. Unless otherwise indicated, the owners listed have sole voting and
investment power.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT BENEFICIALLY PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNED OF CLASS
- --------------------------------------------------------- ------------------- --------
<S> <C> <C> <C>
Common Stock Heartland Advisors, Inc. 395,500 14.1%
790 North Milwaukee Street
Milwaukee, WI 53202
Class B Stock Salvatore Giordano 640,532 89.7%
Joseph Giordano
Sal Giordano, Jr.
NYCOR, Inc.
287 Childs Road
Basking Ridge, NJ 07920
Dimensional Fund 67,515(1) 9.5%
Advisors, Inc.
1299 Ocean Avenue
11th floor
Santa Monica, CA 90401
</TABLE>
- ---------------
(1) The following statement has been provided by Dimensional Fund Advisors,
Inc.: "Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 67,515 shares
of NYCOR, Inc., all of which shares are held in portfolios of DFA
Investment Dimensions Group, Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participator Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors, Inc. serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares."
5
<PAGE> 10
EXECUTIVE COMPENSATION
The following information is furnished as to all cash compensation paid by
the Company and its subsidiaries during the past three years to each of the
highest paid executive officers of the Company whose aggregate direct
compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
(A) ANNUAL COMPENSATION AWARDS
----------------------- ------------ (I)
(C) (D) (G) ALL OTHER
(B) SALARY BONUS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)(1)
- ----------------------------------------- ---- ------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Salvatore Giordano 1992 190,000 27,913 -- --
Chairman of the Board of Directors 1993 245,000 29,738 60,000 --
1994 265,506 29,738 -- --
Sal Giordano, Jr. 1992 175,000 27,913 -- --
Vice Chairman 1993 220,833 29,738 60,000 --
1994 237,660 -- -- 14,444
Joseph Giordano 1992 125,000 27,913 -- 939
President 1993 170,833 29,738 60,000 5,125
1994 181,866 29,738 -- 13,826
Kent E. Hansen 1992 44,595 15,000(2) -- --
Vice President-Finance 1993 170,910 29,738 60,000 5,125
and General Counsel 1994 181,866 29,738 -- 7,849
</TABLE>
- ---------------
(1) Includes the Company contribution to savings and investment retirement plans
up to the 3% level permitted by the plans and, in 1994, the dollar value of
the benefit of premiums paid for split-dollar life insurance policies
projected on an actuarial basis, which cost is recovered by the Company from
the proceeds of such policies (Mr. Sal Giordano, Jr., $6,485; Mr. Joseph
Giordano, $7,478; and Mr. Hansen, $1,501).
(2) Represents four months' compensation.
6
<PAGE> 11
AGGREGATED OPTION/SAR EXERCISES AND YEAR-END OPTION/SAR VALUE TABLE
The following table sets forth the number of shares exercised during 1994,
the value realized upon exercise, the number of unexercised options at the end
of 1994, and the value of unexercised in-the-money options at the end of 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY
AT OPTIONS
SHARES YEAR-END(#) YEAR-END($)
ACQUIRED ON VALUE
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------ ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Salvatore Giordano........................ 30,000 36,563 -- E -- E
120,000U 8,438U
Sal Giordano, Jr.......................... 30,000 36,563 -- E -- E
120,000U 8,438U
Joseph Giordano........................... 15,000 18,281 -- E -- E
90,000U 5,156U
Kent E. Hansen............................ -- -- 15,000E 938E
60,000U 1,875U
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no separate Compensation Committee, and matters concerning
executive compensation are considered by the entire Board of Directors, with
directors who are also officers of the Company abstaining from any vote
concerning their own proposed compensation. During 1994, Messrs. Salvatore
Giordano, Sal Giordano, Jr. and Joseph Giordano, were both directors and
executive officers of the Company.
BOARD COMPENSATION COMMITTEE REPORT
All matters concerning executive compensation for the chief executive
officer and other executive officers are considered by the Company's entire
Board of Directors (the "Board"). In determining the total compensation package
for the chief executive officer and all other executive officers for 1994, the
Board considered several factors, including the performance of the Company, the
relative compensation for chief executive officers and executive officers in
other companies of similar size and operations and the individual contribution
of each executive officer. Executive compensation was broken down into three
major components (i) cash compensation, (ii) incentive bonuses (based upon a
percentage of pre-tax income in excess of a specified amount), and (iii) stock
options.
For 1994, the Board adopted the same incentive plan used for its executive
officers in 1993. The awards under the plan (the "Executive Plan") are based
heavily upon the performance of the Company. In accordance with the terms of the
Executive Plan, the executive officers designated by the Board may receive
incentive awards based upon a prescribed formula. The amount of the award ranges
from 0.25% to 1.25% of an amount equal to consolidated pre-tax income of the
Company minus $2,000,000 ("Adjusted Pre-Tax
7
<PAGE> 12
Income"). Two individuals named in the Summary Compensation Table were awarded
discretionary bonuses in recognition of their efforts on behalf of the Company
during 1994.
Cash compensation for 1994 is shown on the Summary Compensation Table.
Salvatore Giordano
Sal Giordano, Jr.
Joseph Giordano
S. A. Muscarnera
William J. Brennan
Constantine A. Keen
EMPLOYMENT CONTRACT
Mr. Salvatore Giordano has an Employment Agreement with the Company, which
became effective on October 26, 1993. The material provisions of the Agreement
include: (1) an annual base salary of at least $250,000, payable in equal
semi-monthly installments; (2) annual participation in all compensatory plans
and arrangements of the Company no less favorable than the fiscal year 1993
plans including, but not limited to, a bonus not less than the amount of the
fiscal year 1993 bonus, and continuing eligibility to be awarded stock options;
(3) reimbursement for all expenses incurred while on Company related business;
and (4) annual consideration for base salary and plan participation increases,
if deemed justified by the Company. The Agreement has a stated expiration date
of October 26, 2003, but the term of the Agreement automatically extends and has
a remaining term of ten years from any point in time, until the term is finally
fixed at a period of ten years from an intervening event, as provided for in the
Agreement, such as permanent disability or death. During 1994, the Company
amortized the estimated present value of future non-salary benefits payable
under the Agreement based upon certain assumptions, in the amount of $261,000.
8
<PAGE> 13
PERFORMANCE GRAPH
The following graph provides a comparison of the cumulative total
shareholder return on the Company's common stock with returns on the NASDAQ
Market Value Index and stocks included in the Air Conditioning and Heating
Industry (SIC code 3585). The data used in the graph were generated by Media
General Financial Services. Each line represents data points calculated using
dividends reinvested on ex-dividend dates and only includes companies trading
for six years or more.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
FOR THE YEARS ENDED DECEMBER 31, 1989 THROUGH 1994
<TABLE>
<CAPTION>
AIR CONDI-
TIONING &
HEATING PER NASDAQ MARKET
MEASUREMENT PERIOD MEDIA INDEX PER
(FISCAL YEAR COVERED) NYCOR, INC. GENERAL MEDIA GENERAL
<S> <C> <C> <C>
1989 100 100 100
1990 94.25 78.84 81.12
1991 65.46 57.50 104.14
1992 38.91 51.52 105.16
1993 75.53 60.77 126.14
1994 50.35 61.13 132.44
</TABLE>
INDEPENDENT AUDITORS
Pursuant to the recommendation of its Audit Committee, the Board of
Directors selected the firm of Ernst & Young LLP, independent auditors, to audit
the consolidated financial statements of the Company for the year ended December
31, 1994. The Company's stockholders ratified that selection at their Annual
Meeting on April 26, 1994.
On recommendation of the Audit Committee, the Board of Directors appointed
the firm of Ernst & Young LLP, independent auditors, to audit the consolidated
financial statements of the Company and its subsidiaries for the fiscal year
ending December 31, 1995, subject to ratification by the Company's stockholders
at the Annual Meeting. Ernst & Young LLP does not have any direct financial
interest or any material indirect financial interest in the Company.
Representatives of Ernst & Young LLP are expected to be at the Annual
Meeting and will be available to respond to any appropriate questions by
stockholders and may make a statement, if they so choose.
9
<PAGE> 14
STOCKHOLDER PROPOSALS -- 1996 ANNUAL MEETING
If any stockholder desires to submit a proposal for action at next year's
Annual Meeting, it must be received by the Company, 287 Childs Road, Basking
Ridge, New Jersey 07920 on or before November 28, 1995.
COST OF SOLICITATION
The cost of preparing and mailing material in connection with the
solicitation of proxies is to be borne by the Company. To the extent necessary
in order to assure sufficient representation at the meeting, such solicitation
will be made by the Company's regular employees in the total approximate number
of four. Solicitations will be made by mail and may also be made by telegram,
telephone and in person.
By order of the Board of Directors
KENT E. HANSEN
Secretary
Dated: March 27, 1995
Basking Ridge, New Jersey
10
<PAGE> 15
DIRECTIONS TO
SOMERSET HILLS HOTEL
200 LIBERTY CORNER ROAD
WARREN, NJ 07060
(908) 647-6700
The Somerset Hills Hotel is located directly off Interstate 78 at Exit 33.
Newark International Airport is less than 35 minutes away, and New York City is
within an hour's reach. The Bernardsville and Lyons railroad stations are
approximately seven minutes from the front door.
[MAP SHOWING DIRECTIONS TO THE SOMERSET HILLS HOTEL]
<PAGE> 16
- --------------------------------------------------------------------------------
NYCOR, INC.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- APRIL 28, 1995
P
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
The undersigned stockholder of NYCOR, INC. hereby constitutes
O and appoints SALVATORE GIORDANO, SALVATORE GIORDANO, JR. and S. A.
MUSCARNERA, and each of them, the attorneys and proxies of the
undersigned, with full power of substitution, to vote for and in the
X name, place and stead of the undersigned, at the Annual Meeting of
Stockholders of said Corporation, to be held at Somerset Hills
Hotel, 200 Liberty Corner Road, Warren, New Jersey, on April 28, 1995
Y at 10:30 a.m. and at any adjournments thereof, the number of votes the
undersigned would be entitled to cast if present for the election of
directors and the other items as set forth on the reverse side of this
proxy and in their discretion, upon such other matters as may properly
come before the meeting or any adjournment thereof. The Board of
Directors recommends the following for Director -- Salvatore Giordano,
Jr. and William J.Brennan.
A majority of said attorneys and proxies, or their substitutes
at said meeting, or any adjournments thereof (or if only one, that
one) may exercise all of the power hereby given. Any proxy to vote any
of the shares with respect to which the undersigned is or would be
entitled to vote, heretofore given to any persons other than the
persons named above, is hereby revoked.
IN WITNESS WHEREOF, the undersigned has signed this proxy and
hereby acknowledges receipt of a copy of the notice of said meeting
and proxy statement in reference thereto both dated March 27, 1995.
IMPORTANT: THIS PROXY IS CONTINUED AND IS TO BE SIGNED ON OTHER
SIDE.
- --------------------------------------------------------------------------------
<PAGE> 17
- --------------------------------------------------------------------------------
------ PLEASE MARK YOUR -
X VOTES AS IN THIS
------ EXAMPLE.
UNLESS YOU SPECIFY, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
AS DIRECTORS AND ITEM 2.
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR ITEMS 1 AND 2.
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. Election of Directors. Nominees: Salvatore 2. Ratification of the appointment of
Giordano, Jr. and William J. Brennan as Ernst & Young LLP as the independent
Directors for a term of three years. auditors. / / / / / /
FOR WITHHELD
/ / / /
MARK HERE
----------------------------------------- FOR ADDRESS
For all nominees except as noted above CHANGE AND / /
NOTE AT LEFT
</TABLE>
<TABLE>
<S> <C>
NOTE: This Proxy, properly filled in, dated and signed, should be
returned immediately in the enclosed postpaid envelope to NYCOR,
INC., c/o The First National Bank of Boston, P.O. Box 1626, Boston,
Massachusetts 02105. If the signer is a corporation, sign in full
the corporate name by a duly authorized officer. Attorneys,
executors, administrators, trustees or guardians should sign full
title as such.
Signature _________________________________ Date ______________
Signature _________________________________ Date ______________
</TABLE>
