<PAGE>
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 Section240.14a-11(c) or
Section240.14a-12
NEW JERSEY STEEL CORPORATION
- --------------------------------------------------------------------------------
(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>
NEW JERSEY STEEL CORPORATION
(A DELAWARE CORPORATION)
------------------------
NOTICE OF
1997 ANNUAL MEETING OF STOCKHOLDERS
------------------------
JUNE 17, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NEW JERSEY
STEEL CORPORATION (the "Company") will be held at The Woodbridge Hilton, 120
Wood Avenue South, Iselin, New Jersey 08830 on Tuesday, June 17, 1997 at 10:00
A.M. for the following purposes as set forth in the attached Proxy Statement:
(1) To elect five (5) directors; and
(2) To consider and act upon such other business as may properly come
before the meeting.
In accordance with the By-Laws, the Board of Directors has fixed the close
of business on April 21, 1997 as the record date for the determination of
stockholders of the Company entitled to notice of and to vote at the meeting.
The transfer books of the Company will not be closed.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT TO THE COMPANY IN THE SELF-ADDRESSED
ENVELOPE ENCLOSED FOR THAT PURPOSE. THE PROXY IS REVOCABLE AND WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
By Order of the Board of Directors
Thomas W. Jackson,
SECRETARY
Dated: May 2, 1997
Sayreville, New Jersey
Requests for additional copies of the proxy material should be addressed to
Controller, New Jersey Steel Corporation, North Crossman Road, Sayreville, New
Jersey 08872 and mailed to that address or telecopied to (908) 721-8933.
<PAGE>
NEW JERSEY STEEL CORPORATION
NORTH CROSSMAN ROAD
SAYREVILLE, NEW JERSEY 08872
-------------------
PROXY STATEMENT
-------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD 10:00 A.M. JUNE 17, 1997
------------------------
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of New Jersey Steel Corporation (the "Company") for
use at the Annual Meeting of Stockholders of the Company to be held at The
Woodbridge Hilton, 120 Wood Avenue South, Iselin, New Jersey 08830 on Tuesday,
June 17, 1997 at 10:00 A.M., and at any adjournment thereof. Anyone giving a
proxy may revoke it at any time before it is exercised by giving the Secretary
of the Company written notice of the revocation, by submitting a proxy bearing a
later date or by attending the meeting and voting. This statement, the
accompanying notice of meeting, and proxy form have been first sent to
stockholders on or about May 2, 1997.
All properly executed, unrevoked proxies in the enclosed form which are
received in time will be voted in accordance with the stockholder's directions,
and unless contrary directions are given, will be voted for the election as
directors of the nominees described below. A stockholder who abstains from a
vote by registering an abstention vote will be deemed present at the meeting for
quorum purposes but will not be deemed to have voted on the particular matter.
Similarly, in the event a nominee holding shares for beneficial owners votes on
certain matters pursuant to discretionary authority or instructions from
beneficial owners, but with respect to one or more other matters does not
receive instructions from beneficial owners and does not exercise discretionary
authority (a so-called "non-vote"), the shares held by the nominee will be
deemed present at the meeting for quorum purposes but will not be deemed to have
voted on such other matters.
A copy of the Annual Report of the Company for the fiscal year ended
November 30, 1996, including financial statements, is being mailed
simultaneously herewith to all stockholders of record at the close of business
on April 21, 1997. Such Annual Report does not constitute a part of the proxy
solicitation material.
VOTING SECURITIES
Only stockholders of record at the close of business on April 21, 1997, the
date fixed by the Board of Directors in accordance with the By-Laws, are
entitled to vote at the meeting. As of April 21, 1997, the Company had issued
and outstanding 5,920,500 shares of Common Stock, par value $.01 per share. Each
share of Common Stock is entitled to one vote on matters to come before the
meeting.
Set forth below is information concerning the ownership as of April 21, 1997
of the Common Stock of the Company by the only persons who, to the knowledge of
the Board of Directors, own more than 5% of the outstanding shares. Von Roll
Holding Ltd. has sole voting and investment power over the shares it owns.
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS AMOUNT OWNED OF
OF BENEFICIAL OWNER BENEFICIALLY CLASS(1)
- ------------------------------------------------ --------------- ----------
<S> <C> <C>
Von Roll Holding Ltd. 3,561,500 60.2%
CH 4563, Gerlafingen
Switzerland
William D. Witter, Inc.(2) 376,889 6.4%
153 East 53rd Street
New York, New York 10022
</TABLE>
- ------------------------
(1) Based on 5,920,500 shares of Common Stock outstanding on April 21, 1997.
(2) Based on share holdings reported in Schedule 13G, Amendment No. 2, dated
February 3, 1997 pursuant to the Securities Exchange Act of 1934. Schedule
13G indicates that the reporting person has sole voting and investment power
over the shares it owns.
<PAGE>
A.
ELECTION OF DIRECTORS
Five directors are to be elected at the meeting, each to hold office until
the next annual meeting and until his successor is elected and qualified. The
Company's directors are elected by the stockholders by a plurality of the votes
cast. The nominees of the Board are set forth below. Although the Board of
Directors does not expect that any of the persons named will be unable to serve
as a director, should any of them become unavailable for election, it is
intended that the shares represented by proxies in the accompanying form will be
voted for the election of a substitute nominee or nominees selected by the
Board. The following table sets forth information regarding beneficial ownership
of the Company's Common Stock for each director, nominee and named executive
officer and for all directors and executive officers as a group. Except as
otherwise indicated, each individual named has sole investment and voting power
with respect to the securities shown.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED, DIRECTLY
YEAR FIRST OR INDIRECTLY AS
NAME OF DIRECTOR/ ELECTED AS PRINCIPAL OF APRIL 21, PERCENT OF
EXECUTIVE OFFICER AGE A DIRECTOR OCCUPATION/TITLE 1997 CLASS
- ---------------------------- --- ------------- -------------------------------------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
Walter H. Beebe............. 56 1978 Partner in law firm of Jacobs -0- --
Persinger & Parker since prior to
1992.
H. Georg Hahnloser.......... 53 1978 Chief Operating Officer of Von Roll -0- --
Holding Ltd. since February 1995;
prior thereto Executive Vice President
and Chief Financial Officer of Von
Roll Ltd. since prior to 1992.
Robert LeBuhn............... 64 1995 Private Investor since 1995; prior 15,000 (1)
thereto Chairman of Investor
International (U.S.), Inc. since 1993;
prior thereto President of Investor
International (U.S.), Inc. since prior
to 1992.
Hans G. Trosch.............. 55 1995 Executive Vice President of Von Roll -0- --
Holding Ltd. and Von Roll Isola Group
Chief Executive Officer since 1994;
prior thereto President of Swiss
Insulating Works Ltd., a subsidiary of
Von Roll Ltd., since 1993; prior
thereto Manager, Electrical Systems
Division, Switzerland, of Von Roll
Isola since prior to 1992.
Gary A. Giovannetti......... 46 1997 President and Chief Executive Officer 115,000(2) (1)
of the Company since February 1997;
prior thereto Vice President-Sales and
Marketing of the Company since prior
to 1992.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED, DIRECTLY
YEAR FIRST OR INDIRECTLY AS
NAME OF DIRECTOR/ ELECTED AS PRINCIPAL OF APRIL 21, PERCENT OF
EXECUTIVE OFFICER AGE A DIRECTOR OCCUPATION/TITLE 1997 CLASS
- ---------------------------- --- ------------- -------------------------------------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
Louis F. Hagen.............. 48 N/A Vice President-Operations of the -0- --
Company since September 1996; prior
thereto General Manager, Operations,
of the Lemont Division of Austeel
Corporation since 1994; prior thereto,
Works Manager of the Youngstown
Division of Northstar Steel Corp.
since prior to 1992.
Alexander F. Prelat......... 60 N/A Acting Vice President, Finance, of the -0- --
Company since April 1997; prior
thereto, Vice Director of Von Roll
Real Estate Limited since September
1995; prior thereto, Vice President,
Finance, of Aismalibar Limited since
March 1993; prior thereto, Controller
of Von Roll GmbH since 1992; prior
thereto, Chief Financial Officer of
Von Roll Isola Group since prior to
1992.
John R. Sullivan............ 51 N/A Vice President-Human Resources of the -0- --
Company since prior to 1992.
All directors and executive
officers as a group....... 130,000(2) (1)
</TABLE>
- ------------------------
(1) Less than one percent.
(2) Includes options covering 115,000 shares which were granted to Gary
Giovannetti on February 24, 1997.
During the last fiscal year, the Board of Directors held five meetings. All
incumbent directors, with the exception of Mr. Trosch, attended all of the
meetings of the Board. Mr. Trosch did not attend two of the five meetings. The
Board of Directors has a standing Audit Committee consisting of Robert LeBuhn
and Walter Beebe. The Audit Committee held one meeting in fiscal 1996 with both
Messrs. LeBuhn and Beebe in attendance. The duties of the Audit Committee are to
oversee the audit function of the Company's independent certified public
accountants and to act as a communication link between the Board of Directors
and such certified public accountants. The Board of Directors does not have a
standing executive, nominating or compensation committee, or any committees
performing similar functions. Each of the directors has served continuously
since the year in which he was first elected.
3
<PAGE>
Except as set forth below, none of the nominees is a director of any company
(other than the Company) which is subject to the reporting requirements of the
Securities Exchange Act of 1934 or which is a registered investment company
under the Investment Company Act of 1940.
<TABLE>
<CAPTION>
NAME OF NOMINEE DIRECTOR OF
- ----------------------------------------------------------------------------- -----------------------------------
<S> <C>
Robert LeBuhn................................................................ Acceptance Insurance Cos. Inc.
Cambrex Corporation
Enzon, Inc.
USAIR Group, Inc.
</TABLE>
EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth individual compensation
information for each of the Company's last three fiscal years on the Chief
Executive Officer ("CEO") and the four other most highly paid executive officers
who were serving as such at the end of the Company's fiscal year ended November
30, 1996 and whose total annual salary and bonus for such fiscal year exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
---------------
ANNUAL COMPENSATION AWARDS
-------------------------------- --------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK OPTIONS COMPENSATION(1)(2)
- -------------------------------------------- --------- ---------- --------- --------------- -------------------
<S> <C> <C> <C> <C> <C>
(IN SHARES)
Kenneth J. Leonard.......................... 1996 $ 145,833(3) $ 43,750 100,000 $111,653
CEO, President 1995 -- -- -- --
1994 -- -- -- --
Gary A. Giovannetti......................... 1996 137,400 -- 50,000 5,118
Vice President-Sales and Marketing 1995 132,100 -- -- 36,278
1994 127,000 -- -- 26,849
Louis F. Hagan.............................. 1996 38,686(4) -- -- 41,187
Vice President-Operations 1995 -- -- -- --
1994 -- -- -- --
Paul Roik(5)................................ 1996 147,200 -- -- 8,930
Vice President-Finance and Treasurer 1995 141,500 -- -- 31,403
1994 136,000 -- -- 28,109
John R. Sullivan............................ 1996 120,200 -- -- 2,925
Vice President-Human Resources 1995 115,500 -- -- 6,030
1994 112,000 -- -- 5,130
</TABLE>
- ------------------------
(1) Includes amounts allocated under the Company's Executive Thrift Plan. For
the one month in fiscal 1996 prior to its termination, the amounts allocated
under the Company's Executive Thrift Plan were as follows: Gary
Giovannetti--$1,541 and Paul Roik--$1,541. The Executive Thrift Plan was
terminated effective December 31, 1995.
(2) Does not include interest accruing during 1996 aggregating $48,042 on loans
to Messrs. Giovannetti, Roik and Sullivan as follows:
<TABLE>
<S> <C>
G. Giovannetti........................................................... $ 14,677
P. Roik.................................................................. $ 29,762
J. Sullivan.............................................................. $ 3,603
</TABLE>
It has been the Company's policy not to require current payment of such
interest. See "Certain Transactions."
4
<PAGE>
(3) Mr. Leonard resigned as President, Chief Executive Officer and a director
effective February 21, 1997. Mr. Giovannetti was elected the President,
Chief Executive Officer and a director to fill the vacancies created by Mr.
Leonard's resignation. Under the terms of Mr. Leonard's employment
agreement, he will continue to receive his $250,000 annual salary through
April 30, 1998 and an amount equal to his incentive bonus had he not
resigned.
(4) Reflects the amount earned for the period in which Louis Hagan was employed
by the Company. Under his employment agreement, Mr. Hagan receives a salary
of $170,000 per annum.
(5) Mr. Roik resigned as Vice President, Finance and Treasurer effective March
31, 1997.
The above table does not include any amounts for personal benefits because,
in any individual case, such amounts do not exceed the lesser of $50,000 or 10%
of such individual's cash compensation.
The Company has an employment agreement with Gary Giovannetti which expires
in February 1999. The agreement provides for an annual base salary of $250,000
and an incentive bonus. The Company has also entered into an agreement with Mr.
Giovannetti to become effective if his employment is terminated and such
termination is related to a "change of control" of the Company (defined in such
agreement to occur if Von Roll Holding Ltd. no longer controls 50% of the voting
stock of the Company or if all or substantially all of the Company's assets are
sold). Upon such an occurrence, Mr. Giovannetti will receive for a period of two
years following such termination the salary and incentive bonus he would have
received had his employment not been terminated.
The Company has an employment agreement with Louis F. Hagan, Vice President,
Operations, of the Company. The agreement has a term of two years and expires
September 9, 1998. Mr. Hagan receives a salary of $170,000 per annum under the
agreement.
COMPENSATION OF DIRECTORS
Mr. LeBuhn receives an annual director's fee of $30,000. In addition, Mr.
LeBuhn is paid $1,000 per meeting attended plus reasonable travel expenses.
Messrs. Hahnloser and Trosch are employees of Von Roll Holding Ltd. and receive
no director's fees as such for serving as directors of the Company. Mr. Leonard,
who was an employee of the Company, received no director's fee. Mr. Giovannetti
is an employee of the Company and will receive no director's fee. Mr. Beebe, a
member of Jacobs Persinger & Parker, general counsel to the Company, receives no
director's fee as such for serving as a director of the Company.
OPTION TABLE
The following table sets forth for the CEO and each of the executive
officers named in the Summary Compensation Table, information with respect to
grants of stock options made during the fiscal year ended November 30, 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
---------------------------------------------------------- REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL
NUMBER OF OPTIONS/SARS RATES OF STOCK
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES STOCK TERM
OPTIONS/SARS IN FISCAL EXERCISE OR EXPIRATION --------------------
NAME GRANTED YEAR BASE PRICE DATE 5% ($) 10% ($)
- ------------------------------------- ------------- ----------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Kenneth Leonard*..................... 100,000 66.7% $ 8.375 4/30/2006 $ 565,125 $1,355,725
Gary A. Giovannetti.................. 50,000 33.3% $ 8.00 4/10/2006 $ 252,000 $ 629,600
Louis F. Hagan....................... -- -- -- -- -- --
Paul Roik............................ -- -- -- -- -- --
John Sullivan........................ -- -- -- -- -- --
</TABLE>
5
<PAGE>
The following table sets forth option exercise activity in the last fiscal
year and the fiscal year-end option values with respect to the CEO and each of
the executive officers named in the Summary Compenstion Table.
AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED NOVEMBER 30, 1996
AND NOVEMBER 30, 1996 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
VALUES OF UNEXERCISED
UNDERLYING
UNEXERCISED OPTIONS IN- THE-MONEY OPTIONS
AT 11/30/96 AT 11/30/96
SHARES -------------------- ---------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------- ------------- ---------- -------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth J. Leonard*.............................. -- -- -- /100,000 -- /0
Gary A. Giovannetti.............................. -- -- 15,000 /50,000 0 /0
Louis F. Hagan................................... -- -- -- /-- -- /--
Paul Roik........................................ -- -- -- /-- -- /--
John R. Sullivan................................. -- -- -- /-- -- /--
</TABLE>
* Mr. Leonard has resigned as President and Chief Executive Officer effective
February 21, 1997 and in accordance with the terms of his Stock Option
Agreement with the Company, all unexercised options expire on the date of
termination.
BOARD REPORT
The Company's executive compensation program is administered by the four
non-employee directors of the Company and the CEO of the Company. Specific
duties of the Board as they relate to executive compensation include reviewing,
reporting and recommending compensation actions relative to base salaries, bonus
awards and other executive compensation issues. In accordance with the rules and
regulations established by the Securities and Exchange Commission, the Company
is required to disclose certain compensation policies and practices applicable
to the CEO and all other officers regarding compensation actions taken in 1996.
For this purpose, the Board has prepared the following report.
OFFICER COMPENSATION POLICY
The Board supports several important policies as a framework for
administering the executive compensation program. These policies are designed to
provide levels of compensation that integrate pay with the Company's performance
objectives and to attract, motivate and retain key executives who are critical
to the Company's success.
Currently, executive compensation is comprised of base salary and annual
incentive opportunities. Base salary represents the most significant portion of
officer compensation.
BASE SALARIES
The base salaries for the Company's officers are reviewed annually. Any
increases reflect consideration of individual performance contributions over the
past year, Company performance, economic conditions, consideration of data
regarding competitor companies and input from the Company's CEO. Salaries of the
Named Executive Officers increased modestly in fiscal 1996.
1996 BONUS AWARDS
Kenneth Leonard, the President and CEO of the Company, was paid a bonus of
$43,750 for fiscal 1996. The Company was contractually obligated to pay this
bonus under the terms of the employment
6
<PAGE>
agreement entered into when Mr. Leonard was hired. No other officer was awarded
a bonus with respect to fiscal 1996.
1996 STOCK AWARDS
The Corporation's Incentive Stock Option Plan (the "ISOP") and 1996 Stock
Option Plan (the "Stock Plan") is administered by the non-employee directors of
the Company and is designed to align a portion of the executive compensation
program with shareholder interests. The option plans permit the granting of
stock options to key employees at 100% of the fair market value. Options have
been granted at the sole discretion of the Board and after consideration of
individual performance. The ISOP was terminated by its terms in 1995 and no
additional options may be granted thereunder. In fiscal 1996, an option for
100,000 shares was granted under the Stock Plan to the new CEO upon his
accepting employment with the Company and an option for 50,000 shares was
granted to Mr. Giovannetti for his performance as acting CEO. There were no
other grants of stock options made to the Named Executive Officers during fiscal
1996.
1996 PROFIT SHARING
The Company's Profit Sharing Plan provides for the allocation of a specified
percentage of pre-tax profits as additional incentive compensation for all
employees, including hourly employees. The CEO is allocated a fixed portion of
such of pre-tax profits under the plan and the balance is allocated to Executive
Officers and other employees based on the recommendation of the CEO. No such
incentive compensation was allocated in fiscal 1996.
The Board of Directors:
Walter H. Beebe
Gary A. Giovannetti
H. Georg Hahnloser
Robert LeBuhn
Hans G. Trosch
7
<PAGE>
PERFORMANCE GRAPH
The graph below provides a comparison of cumulative total stockholder
returns (including reinvestment of dividends) assuming $100 was invested on
November 30, 1991 in New Jersey Steel Corporation's common stock, Standard &
Poor's 500 Index and the Standard & Poor's Steel Index for the fiscal years
ended November 30, 1992 through 1996. Companies in the Standard & Poor's Steel
Index consists of Nucor Corp., USX Corp.--US Steel Group, Worthington Industries
Inc., Bethlehem Steel Corp., Inland Steel Industries Inc., and Armco Inc.
COMPARISON OF CUMULATIVE
TOTAL SHAREHOLDER RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C>
S & P Steel Index $100 $138 $178 $185 $168 $160
S & P 500 $100 $118 $130 $132 $180 $230
NJ Steel $100 $153 $147 $144 $82 $37
</TABLE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
S&P Steel Index $ 100 $ 138 $ 178 $ 185 $ 168 $ 160
S&P 500 $ 100 $ 118 $ 130 $ 132 $ 180 $ 230
NJ Steel $ 100 $ 153 $ 147 $ 144 $ 82 $ 37
</TABLE>
CERTAIN TRANSACTIONS
The Company has a Technical Services and Management Consulting Agreement
with Von Roll Holding Ltd. pursuant to which Von Roll Holding Ltd. provides
certain management and operational services to the Company. The fee payable
under the Agreement is renegotiated annually. The Company was charged $450,000
in fiscal 1996 and has agreed to pay to Von Roll Holding Ltd. a fee of $450,000
based upon anticipated services for fiscal year 1997. The terms of any
extension, amendment or modification of the Agreement will be no less favorable
to the Company than those that could be obtained from unaffiliated third
parties. The amount of the annual fee and the terms of any extension, amendment
or
8
<PAGE>
modification will be approved by the Board of Directors and a majority of the
directors who are not employees of the Company or Von Roll Holding Ltd.
The Company on occasion makes loans to employees, including officers,
primarily in connection with purchases of housing. At November 30, 1996, loans
aggregating $846,537 (including accrued interest) were outstanding to Messrs.
Leonard, Giovannetti, Roik, Hagan and Sullivan and Joseph Lahita, formerly Vice
President-Technology of the Company. Mr. Leonard had a $60,400 interest free
bridge loan granted in 1996 due on sale of his former residence. Mr. Giovannetti
had a $150,000 loan made in connection with his original employment in 1991 to
compensate for higher housing costs in the Sayreville area. Mr. Giovannetti had
the right to have the loan forgiven after 5 years of continuous employment. In
February 1997, the Board of Directors acted to forgive the entire principal and
accrued interest on Mr. Giovannetti's loan, totalling $213,043 at January 31,
1997. Mr. Roik had loans of $189,300 made at various times between 1985 and
1989. Mr. Hagan had a $35,750 interest free bridge loan granted in 1996 due on
sale of his former residence. Mr. Sullivan had a $35,000 loan granted in 1993.
Mr. Lahita had a $51,000 loan made in 1989.
It has been the Company's policy not to require current payment of interest
on such loans. At November 30, 1996, the outstanding principal and accrued
interest on loans to officers and former officers (other than Mr. Giovannetti)
was as follows:
<TABLE>
<S> <C>
Mr. Leonard....................................................... $ 60,400
Mr. Roik.......................................................... $ 426,591
Mr. Hagan......................................................... $ 35,750
Mr. Sullivan...................................................... $ 45,170
Mr. Lahita........................................................ $ 68,263
---------
Total....................................................... $ 636,174
</TABLE>
H. Georg Hahnloser and Hans G. Trosch, directors of the Company, are
executive officers of Von Roll Holding Ltd., the majority stockholder of the
Company.
Walter H. Beebe, a director, and Thomas W. Jackson, Secretary of the
Company, are partners in the law firm of Jacobs Persinger & Parker, general
counsel to the Company. Jacobs Persinger & Parker also provides legal services
to Von Roll Holding Ltd. and its subsidiaries. During the fiscal year ended
November 30, 1996, the Company made payments to that firm for services rendered
and disbursements incurred aggregating $592,888.
The Company has an investment in Excel Mining Systems, Inc. ("Excel"), which
operates in a mining-related industry. The Company is the holder of (i) all of
Excel's outstanding preferred stock, and (ii) approximately 31% of Excel's
outstanding common stock. Holders of the preferred stock have the right, as a
class, to elect two directors to Excel's board. Currently, Gary Giovannetti,
President of the Company, holds a seat on Excel's board. Excel is a customer of
the Company and purchased $7,649,000 of rebar in fiscal 1996.
B.
OTHER MATTERS
The Board of Directors knows of no matters which will be presented for
consideration at the meeting other than the matters referred to in this
statement. Should any other matters properly come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote such proxy in
accordance with their best judgment.
9
<PAGE>
AUDITORS
KPMG Peat Marwick LLP has audited the accounts of the Company for a number
of years and has been appointed by the Board of Directors to continue in that
capacity for the fiscal year ending November 30, 1997.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting of Stockholders of the Company and will be available to respond to
appropriate questions and to make a statement if they desire to do so.
SOLICITATION OF PROXIES
The Company will bear the cost of this solicitation of proxies. In addition
to solicitation of proxies by mail, proxies may be solicited to a limited extent
by telephone, telegraph or personal interview by directors, officers and
employees of the Company, if necessary to insure satisfactory representation at
this meeting. Such solicitation will be without cost to the Company, except for
actual out-of-pocket communication charges. Brokers, nominees or other persons
holding stock in their names for others may be reimbursed for their charges and
expenses in forwarding proxies and proxy material to the beneficial owners of
such stock.
STOCKHOLDER PROPOSALS
From time to time, stockholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and for consideration at the
annual meetings. To be considered, proposals must be submitted on a timely
basis. Proposals for the 1998 meeting must be received by the Company no later
than January 6, 1998.
By Order of the Board of Directors
Thomas W. Jackson,
SECRETARY
Dated: May 2, 1997
UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER OF THE COMPANY, THE COMPANY WILL
PROVIDE TO SUCH STOCKHOLDER A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR 1996, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH REQUEST SHOULD BE DIRECTED
TO TREASURER, NEW JERSEY STEEL CORPORATION, NORTH CROSSMAN ROAD, SAYREVILLE, NEW
JERSEY 08872. THERE WILL BE NO CHARGE FOR SUCH REPORT UNLESS ONE OR MORE
EXHIBITS THERETO ARE REQUESTED, IN WHICH CASE THE COMPANY'S REASONABLE EXPENSES
OF FURNISHING SUCH EXHIBITS MAY BE CHARGED.
All stockholders are urged to fill in, sign and mail the enclosed Proxy
promptly whether or not you expect to attend the meeting. If you are mailing
your Proxy, kindly do so sufficiently in advance of the meeting date so that it
will be received in time to be counted at the meeting.
10
<PAGE>
NEW JERSEY STEEL CORPORATION
SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS
JUNE 17, 1997
P
R
O
X
Y
The undersigned hereby appoints Gary A. Giovannetti, George Tarby and Thomas W.
Jackson, and each of them acting alone, with full power of substitution, proxies
to vote the Common Stock of the undersigned at the 1997 Annual Meeting of
Stockholders of New Jersey Steel Corporation to be held at The Woodbridge
Hilton, 120 Wood Avenue South, Iselin, New Jersey 08830 on Tuesday, June 17,
1997 at 10:00 A.M., and any adjournments thereof, for the election of directors
as set forth in the Proxy Statement of the Board of Directors dated
May 2, 1997, and upon all other matters which come before said meeting or any
adjournment thereof.
See Reverse
side
<PAGE>
/X/ Please mark your 9251
votes as in this
example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS IN PROPOSAL 1.
A VOTE FOR PROPOSAL 1 IS RECOMMENDED BY THE BOARD OF DIRECTORS
For Withheld
/ / / /
1. Election of
five (5)
Directors listed
W.H. Beebe, G.A. Giovannetti, H.G. Hahnloser, R. LeBuhn and H.G. Troosch
For, except vote withheld from the following nominee(s)
______________________________________________________________
Receipt of the Notice of Annual Meeting of
Stockholders and accompanying Proxy Statement
of the Board of Directors is acknowledged.
Please mark, date, sign and mail your proxy
promptly in the envelope provided.
SIGNATURE(S)________________________________________DATE__________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If signing as a corporation, please give full corporate name
by authorized officer.
