<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
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
STURM, RUGER & COMPANY, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________________
(5) Total fee paid:
_______________________________________________________________________________
/ / Fee paid previously with preliminary materials.
_______________________________________________________________________________
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_______________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________________
(3) Filing Party:
_______________________________________________________________________________
(4) Date Filed:
_______________________________________________________________________________
<PAGE> 2
STURM, RUGER & COMPANY, INC.
SOUTHPORT, CONNECTICUT 06490 USA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1995
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders of STURM,
RUGER & COMPANY, INC. (the "Company") will be held at The Westport Inn, 1595
Post Road East, Westport, Connecticut on the 25th day of April, 1995, at 10:30
A.M. for the purpose of considering and acting upon the following:
1. The election of nine (9) Directors to serve for the ensuing year.
2. The approval of the selection of Ernst & Young LLP as the Company's
independent auditors for the 1995 fiscal year.
3. The transaction of such other business as may properly come before
the meeting or any adjournment or postponement thereof.
Only holders of record of Common Stock at the close of business on March
16, 1995 will be entitled to notice of and to vote at the meeting or any
adjournment or postponement thereof.
By Order of the Board of Directors
Leslie M. Gasper
----------------------------------
Leslie M. Gasper
Corporate Secretary
Southport, Connecticut
March 27, 1995
All Stockholders are cordially invited to attend the meeting. If you do
not expect to be present, please date, mark and sign the enclosed form of Proxy
and return it to Harris Trust & Savings Bank, P.O. Box A3800, Chicago, Illinois
60690-9608. A postage-paid envelope is enclosed for your convenience.
<PAGE> 3
March 27, 1995
STURM, RUGER & COMPANY, INC.
LACEY PLACE, SOUTHPORT, CONNECTICUT 06490
PROXY STATEMENT
1995 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sturm, Ruger & Company, Inc. (the
"Company") for use at the 1995 Annual Meeting of Stockholders (the "Meeting")
of the Company to be held at 10:30 A.M. on April 25, 1995 at The Westport Inn,
1595 Post Road East, Westport, Connecticut or at any adjournment or
postponement thereof for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. This Proxy Statement and enclosed proxy are
first being sent to stockholders on or about March 27, 1995.
The mailing address of the principal executive office of the Company is
Lacey Place, Southport, Connecticut 06490.
If the enclosed proxy is signed and returned, it will be voted in
accordance with its terms. However, a stockholder of record may revoke his or
her proxy before it is exercised by (i) giving written notice to the Company's
Secretary at the Company's address indicated above, (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Company's
Secretary at or before the Meeting, or (iii) attending the Meeting and voting
in person (although attendance at the Meeting will not, in and of itself,
constitute revocation of a proxy). All expenses in connection with the
solicitation of these proxies will be borne by the Company.
The Annual Report of the Company for the year ended December 31, 1994,
including financial statements, is enclosed herewith.
Only holders of Common Stock of record at the close of business on March
16, 1995 will be entitled to vote at the Meeting. Each holder of record of the
issued and outstanding shares of voting Common Stock, $1.00 par value, of the
Company (the "Common Stock") is entitled to one vote per share. As of March
16, 1995, 13,452,400 shares of Common Stock were issued and outstanding. The
stockholders holding a majority of the issued and outstanding Common Stock,
either present in person or represented by proxy, will constitute a quorum for
the transaction of business at the Meeting. Abstentions and broker non-votes
are each included in the determination of the number of shares present and
voting. Each is tabulated separately. Abstentions are counted in tabulations
of the votes cast on proposals presented to stockholders, whereas broker
non-votes are not counted for purposes of determining whether a proposal has
been approved.
<PAGE> 4
ELECTION OF DIRECTORS
Nine Directors will be elected at the Meeting, each to hold office until
the next Annual Meeting of Stockholders and until his successor is elected and
has qualified.
All of the nominees for Director were elected at the last Annual Meeting.
If no contrary instructions are indicated, proxies will be voted for the
election of the nominees for Director. Should any of the said nominees for
Director not remain a candidate at the time of the Meeting (a condition which
is not now anticipated), proxies solicited hereunder will be voted in favor of
those nominees for Director selected by management of the Company. Directors
shall be elected by a plurality of the votes of the shares present in person or
represented by proxy at the Meeting and entitled to vote on the election of
Directors.
The following table sets forth certain information concerning each
nominee's age, principal occupation, other directorships in publicly-held
corporations and the number and percentage of shares of Common Stock of the
Company beneficially owned by such nominee as of February 1, 1995.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE SHARES
DURING THE PAST FIVE YEARS FIRST BECAME BENEFICIALLY PERCENT
NAME AGE AND OTHER DIRECTORSHIPS A DIRECTOR OWNED OF CLASS
---- --- ----------------------- -------------- ------------ -------
<S> <C> <C> <C> <C> <C>
William B. Ruger 78 Chairman of the Board, Chief January, 1949 2,407,448(1) 17.90%
Executive Officer and Treasurer
President of the Company
from 1949 to 1990.
William B. Ruger, Jr.(2) 55 President. Senior March, 1970 1,312,000(3) 9.75%
Vice President of
the Company from
1971 to February, 1991.
John M. Kingsley, Jr. 63 Executive Vice April, 1972 2,080 *
President of the Company.
Townsend Hornor 68 Director of Nickerson April, 1972 1,600 *
Lumber Co.
Stanley B. Terhune
69 Director and Consultant to January, 1975 2,400(4) *
the Company. Retired as
Vice President of
the Company effective
January 31, 1992.
Richard T. Cunniff 72 President and Director of December, 1986 5,250(5) *
The Sequoia Fund, an
investment company regis-
tered under the Investment
Company Act of 1940.
President and principal of
Ruane, Cunniff & Co., Inc.,
an investment advisor regis-
tered under the Investment
Advisors Act of 1940.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE SHARES
DURING THE PAST FIVE YEARS FIRST BECAME BENEFICIALLY PERCENT
NAME AGE AND OTHER DIRECTORSHIPS A DIRECTOR OWNED OF CLASS
---- --- ----------------------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
Nils Anderson, Jr. 81 Retired President of April, 1988 1,200 *
Debevoise-Anderson Co., Inc.,
dissolved in 1988 (processing
of metallurgical products).
Former President of Port Ore
Processing Co. (ore processing).
Industrial Historian.
Paul X. Kelley 66 Vice Chairman of Cassidy and April, 1990 1,000(6) *
Associates (government relations).
Commandant of the Marine Corps
and member of the Joint Chiefs of
Staff from 1983 to 1987. Director of
Allied-Signal Inc. (aerospace, auto-
motive & engineered materials),
GenCorp Inc. (aerospace, automotive,
polymer products), PHH Corpora-
tion (automobile leasing & relocation
services), The Wackenhut Corporation
(security services), UST Inc. (tobacco
products and wine) and Saul Centers,
Inc. (real estate investment trust).
James E. Service 64 Consultant, PGGR/Russell Inc. July, 1992 300 *
(investment management).
Commander, U.S. Naval Air Force,
Pacific Fleet, from 1985 to 1987.
Director of Wood River Medical
Center, Ketchum, Idaho.
</TABLE>
_____________________
* Beneficial owner of less than 1% of the outstanding Common Stock of the
Company.
(1) Includes 271,448 shares of Common Stock as to which Mr. Ruger is entitled
to direct the vote pursuant to a voting agreement.
(2) Son of William B. Ruger.
(3) Includes 912,000 shares of Common Stock held by a trust of which Mr.
Ruger, Jr. is a trustee. Mr. Ruger, Jr. has sole investment and voting
control with respect to such shares.
(4) Mr. Terhune owns 400 of the shares in joint tenancy with his wife. The
remaining 2,000 shares are held by Mr. Terhune as trustee of a revocable
trust for the benefit of Mr. Terhune and his spouse.
(5) Does not include 5,250 shares of Common Stock owned by Mr. Cunniff's wife
and 400 shares of Common Stock owned by Mr. Cunniff's daughter as to which
Mr. Cunniff disclaims beneficial ownership. The Sequoia Fund, of which Mr.
Cunniff is the President, a director and a stockholder, owns 169,600 shares
of Common Stock, as to which Mr. Cunniff also disclaims beneficial
ownership. Mr. Cunniff is also the President, a director and a principal
stockholder of Ruane, Cunniff & Co., Inc., which manages discretionary
accounts and which holds 267,226 shares of Common Stock. The firm of
Ruane, Cunniff & Co., Inc. is able to direct the sale or disposition of the
267,226 shares; however, 24,524 shares may be voted by Ruane, Cunniff &
Co., Inc. and 242,702 shares may be voted only by their beneficial owners.
Mr. Cunniff disclaims beneficial ownership of such 267,226 shares.
(6) General Kelley owns 400 of the shares in joint tenancy with his wife.
<PAGE> 6
DIRECTOR COMPENSATION AND INFORMATION ABOUT
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company pays each Director who is not also an officer of the Company
$10,000 per year in fees for services as a member of the Board of Directors.
Each Director who is also an officer of the Company receives $6,000 per year in
fees. Each Director also receives an attendance fee of $500 per meeting and is
reimbursed for out-of-pocket expenses related to attendance at meetings. The
fees paid to a Director for his services as a member of the Board of Directors
do not include any compensation payable to such Director in connection with
service by such Director on any of the committees of the Board.
The Company does not have a nominating committee or a committee performing
a similar function. The function of a nominating committee is performed by the
entire Board of Directors.
In 1994, members of the Audit Committee were Townsend Hornor, Richard T.
Cunniff and Nils Anderson, Jr. The Audit Committee recommends the engagement
of the independent auditors, reviews the arrangement and scope of the audit and
considers comments made by the independent auditors. In addition to
out-of-pocket expenses related to attendance at meetings, Messrs. Hornor,
Cunniff and Anderson each received $1,000 for services rendered on such
committee in 1994. The Audit Committee held two meetings during 1994.
In 1994, the members of the Compensation Committee were William B. Ruger,
Richard T. Cunniff and Nils Anderson, Jr. Mr. Ruger is the Chairman of the
Board, Chief Executive Officer and Treasurer of the Company. The function of
the Compensation Committee is to fix the salaries and bonuses of the executive
officers of the Company. Except for out-of-pocket expenses related to
attendance at meetings, Messrs. Ruger, Cunniff and Anderson did not receive
compensation for services rendered on such committee in 1994. The Compensation
Committee did not meet during 1994.
The Board of Directors held four meetings during 1994. All Directors
attended at least seventy-five percent (75%) of the aggregate of (a) the total
number of meetings of the Board of Directors, and (b) the total number of
meetings held by all committees of the Board on which each such Director
served.
During 1994, the Company paid Newport Mills, of which William B. Ruger, Jr.
is the sole proprietor, $33,000 for storage rental.
Stanley B. Terhune, a Director and former Vice President of the Company,
serves as a consultant to the Company. For his services in this capacity, Mr.
Terhune receives $100 per hour and during 1994 received a total of $152,750.
<PAGE> 7
EXECUTIVE COMPENSATION AND TRANSACTIONS
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
compensation for calendar years 1994, 1993 and 1992 for the Company's Chief
Executive Officer and the four highest paid executive officers other than the
Chief Executive Officer whose salary and bonus exceed $100,000.
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
OTHER
ANNUAL ALL OTHER
NAME AND PRINCIPAL SALARY(1) BONUS COMPENSATION (2) COMPENSATION (3)
POSITION YEAR ($) ($) ($) ($)
-------- ---- --------- --------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
William B. Ruger 1994 $ 332,500 0 0 $ 4,512
Chairman of the Board 1993 333,000 0 0 4,512
of Directors, Chief 1992 333,000 0 0 4,512
Executive Officer,
Treasurer and Director
William B. Ruger, Jr. 1994 $ 150,500 $ 150,000 $ 14,466 $ 22,275
President and 1993 150,500 120,000 14,931 21,951
Director 1992 150,500 80,000 14,640 21,951
John M. Kingsley, Jr. 1994 $ 173,000 $ 150,000 $ 20,477 $ 26,154
Executive Vice 1993 173,000 120,000 21,034 26,154
President and 1992 173,000 85,000 20,373 26,154
Director
Stephen L. Sanetti 1994 $ 125,000 $ 90,000 $ 14,905 $ 19,098
Vice President 1993 117,500 70,000 14,417 17,829
General Counsel 1992 110,000 45,000 13,582 16,704
Erle G. Blanchard(4) 1994 $ 80,000 $ 90,000 $ 7,204 $ 12,348
Vice President 1993 80,000 70,000 7,669 12,348
Controller-Newport 1992 80,000 45,000 8,219 12,348
</TABLE>
_____________________
(1) Includes Directors' Fees.
(2) The amounts set forth in this column represent "gross-ups" for taxes
incurred on benefits received pursuant to the Company's Supplemental
Executive Profit Sharing Retirement Plan (the "Supplemental Plan").
(3) The amounts set forth in this column represent benefits received pursuant
to the Company's Salaried Employees' Profit Sharing Plan, Supplemental
Plan and taxable premiums paid by the Company for group term life
insurance for the named individuals, respectively, as follows: William
B. Ruger, 1994 - $0, $0 and $4,512, 1993 - $0, $0 and $4,512, 1992 - $0,
$0 and $4,512; William B. Ruger, Jr., 1994 - $2,700, $18,675 and $900,
1993 - $2,100, $19,275 and $576, 1992 - $0, $21,375 and $576; John M.
Kingsley, Jr., 1994 - $2,700, $22,050 and $1,404, 1993 - $2,100, $22,650
and $1,404, 1992 - $0, $24,750 and $1,404; Stephen L. Sanetti, 1994 -
$2,700, $16,050 and $348, 1993 - $2,100, $15,525 and $204, 1992 - $0,
$16,500 and $204; Erle G. Blanchard, 1994 - $2,700, $9,300 and $348,
1993 - $2,100, $9,900 and $348, 1992 - $0, $12,000 and $348.
(4) Mr. Blanchard voluntarily submitted his resignation as Vice President and
Controller-Newport in March, 1995.
<PAGE> 8
An obligation of the estate of James T. Ruger to the Company in the amount
of $132,358.64 was paid in full on March 3, 1995. Mr. Ruger was the son of
William B. Ruger and the brother of William B.Ruger, Jr.
BOARD COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
William B. Ruger, the Chairman of the Board and Chief Executive Officer of
the Company, has primary responsibility for setting the compensation of
executive officers. In making decisions in this regard, Mr. Ruger considers
such factors as the individual performance of the officer, the time elapsed
since the officer's last increase in compensation and the overall performance of
the Company. Despite the success of the Company over the past three years, Mr.
Ruger's salary has not been increased in the past three years. The Compensation
Committee and the Board of Directors as a whole review Mr. Ruger's
determinations. Both the Committee and the Board give such determinations great
weight in formally setting executive compensation.
The Compensation Committee has not yet adopted a policy with respect to
qualification of executive compensation in excess of $1 million per individual
for deduction under Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder. The Compensation Committee currently
does not anticipate that the compensation of any executive officer during 1995
will exceed the limits of deductibility for 1995.
Compensation Committee
William B. Ruger
Richard T. Cunniff
Nils Anderson, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
William B. Ruger, the Chairman of the Board and Chief Executive Officer of
the Company, serves on the Compensation Committee.
<PAGE> 9
COMPANY STOCK PRICE PERFORMANCE
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
STURM RUGER & CO INC, S&P 500 AND VALUE LINE MACHINE TOOLS INDEX
(PERFORMANCE RESULTS THROUGH 12/31/94)
GRAPH PLOT POINTS
<TABLE>
<CAPTION>
NAME 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
STURM RUGER & CO INC 100.00 79.36 108.50 153.69 204.05 243.16
Standard & Poors 500 100.00 96.83 126.41 136.25 150.00 151.97
Machine Tools 100.00 85.50 107.40 122.44 139.84 119.43
</TABLE>
Assumes $100 invested at the close of trading 12/89 in Sturm Ruger & Co Inc
common stock, S&P 500, and Machine Tools.
*Cumulative total return assumes reinvestment of dividends.
SOURCE: VALUE LINE, INC.
FACTUAL MATERIAL IS OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, BUT THE
PUBLISHER IS NOT RESPONSIBLE FOR ANY ERRORS OR OMMISIONS CONTAINED HEREIN.
The peer group in the above graph is the Value Line Machine Tools Industry.
<PAGE> 10
PENSION PLAN TABLE
Illustrative Amounts of Annual Pension
Payable from the Pension Plan
for the Participant's Life,
Commencing During 1994 at Age 65
<TABLE>
<CAPTION>
HIGHEST 60-CONSECUTIVE-MONTH YEARS OF CREDITED SERVICE
AVERAGE ANNUALIZED BASE PAY 10 YEARS 20 YEARS 25 OR MORE YEARS
---------------------------- -------- -------- ----------------
<S> <C> <C> <C>
$ 25,000 $ 1,734 $ 3,469 $ 4,336
50,000 5,068 10,135 12,669
75,000 8,401 16,802 21,003
100,000 11,734 23,469 29,336
125,000 15,068 30,135 37,669
150,000 or more 18,401 36,802 46,003
</TABLE>
All of the Company's salaried employees participate in the Sturm, Ruger &
Company, Inc. Salaried Employees' Retirement Income Plan (the "Pension Plan"),
which in general provides annual pension benefits at age 65 in an amount equal
to: (i) 1-1/3% of the participant's final average salary (highest
60-consecutive-month average annualized base pay during the last 120 months of
employment) less 0.65% of the participant's Social Security covered
compensation, multiplied by (ii) the participant's years of credited service up
to a maximum of 25 years.
The pensions listed in the table above are not subject to any offset or
deduction for Social Security or any other benefits.
As of December 31, 1994, William B. Ruger and William B. Ruger, Jr. each
had over 25 years of credited service, John M. Kingsley, Jr. had 23 years of
credited service, Stephen L. Sanetti had 14 years of credited service and Erle
G. Blanchard had 15 years of credited service. The final average salary for
these individuals under the Pension Plan for 1994 was the same as the
respective salaries set forth in the Summary Compensation Table.
<PAGE> 11
PRINCIPAL STOCKHOLDERS
The following table sets forth as of February 1, 1995 (except as otherwise
noted below) the ownership of Common Stock by each person of record or known by
the Company to own beneficially more than 5% of such stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES BENEFICIALLY OWNED PERCENT OF CLASS
---------------- ------------------------- ----------------
<S> <C> <C>
William B. Ruger 2,407,448(1) 17.90%
P.O. Box 447
Newport, NH 03773
William B. Ruger, Jr. 1,312,000(2) 9.75%
P.O. Box 293
Newport, NH 03773
FMR Corp. 1,014,600(3) 7.54%
82 Devonshire Street
Boston, MA 02109
</TABLE>
___________________
(1) Includes 271,448 shares of Common Stock as to which Mr. Ruger is
entitled to direct the vote pursuant to a voting agreement.
(2) Includes 912,000 shares of Common Stock held by a trust of which Mr.
Ruger, Jr. is a trustee. Mr. Ruger, Jr. has sole investment and voting
control with respect to such shares.
(3) The information as to FMR Corp. ("FMR") is derived from a Schedule 13G,
dated February 13, 1995. The Schedule 13G states that FMR had sole
voting power with regard to 36,000 of the shares indicated above, sole
dispositive power with regard to 1,014,600 of such shares and shared
voting and dispositive power with regard to none of such shares. The
Schedule 13G also states that shares indicated above include 978,600
shares owned by Fidelity Management & Research Company, a wholly-owned
subsidiary of FMR, and that FMR disclaims voting power as to such
shares.
<PAGE> 12
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of February 1, 1995
as to the number of shares of Common Stock beneficially owned by the Chief
Executive Officer of the Company, each of the four most highly compensated
executive officers of the Company other than the Chief Executive Officer and all
Directors and executive officers of the Company as a group. See ELECTION OF
DIRECTORS above for such information with respect to each Director of the
Company.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENT OF CLASS
------------------------ ------------------------- ----------------
<S> <C> <C>
William B. Ruger 2,407,448(1) 17.90%
William B. Ruger, Jr. 1,312,000(2) 9.75%
John M. Kingsley, Jr. 2,080 *
Stephen L. Sanetti 16,000 *
Erle G. Blanchard 4,000 *
All Directors and executive officers as a group
(6 outside Directors, 3 Directors who are also
executive officers and 2 other executive officers) 3,753,278 27.90%
</TABLE>
_________________
* Beneficial owner of less than 1% of the outstanding Common Stock of the
Company.
(1) Includes 271,448 shares of Common Stock as to which Mr. Ruger is entitled
to direct the vote pursuant to a voting agreement.
(2) Includes 912,000 shares of Common Stock held by a trust of which Mr. Ruger,
Jr. is a trustee. Mr. Ruger, Jr. has sole investment and voting control
with respect to such shares.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, Directors and greater than ten
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
The Company has concluded, based solely on a review of the copies of the
Section 16(a) report forms furnished to the Company, that with respect to the
period from January 1, 1994 through December 31, 1994, all such forms were
filed in a timely manner by the Company's officers, Directors and greater than
ten percent beneficial owners, except that the Section 16(a) reports required
to be filed by James E. Service with respect to two purchases in April and
September 1994 aggregating 300 shares of Common Stock were filed late.
<PAGE> 13
APPROVAL OF INDEPENDENT AUDITORS
Ernst & Young LLP has served as the Company's independent auditors since
1967. Management recommends approval of the selection of this firm to act as
independent auditors for the 1995 fiscal year. During 1994, Ernst & Young LLP
performed various professional services in connection with its audit of the
financial statements of the Company, including services relating to filings with
the Securities and Exchange Commission, audits of certain employee benefit plan
financial statements, attendance at Audit Committee meetings, and consultation
in connection with various business, accounting and tax matters. A
representative of Ernst & Young LLP will be present at the Meeting, will have
the opportunity to make a statement if he desires to do so, and is expected to
be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
In order to be included in the proxy materials for the Company's next Annual
Meeting of Stockholders, stockholder proposals must be received by the Company
on or before November 28, 1995.
OTHER MATTERS
Management of the Company does not intend to present any business at the
Meeting other than as set forth in Items 1 and 2 of the attached Notice of
Annual Meeting of Stockholders, and it has no information that others will
present any other business at the Meeting. If other matters requiring the vote
of the stockholders properly come before the Meeting, it is the intention of
the persons named in the proxy to vote the shares represented thereby in
accordance with their judgment on such matters.
The Company, upon written request, will provide without charge to each
person entitled to vote at the Meeting a copy of its Annual Report on Securities
and Exchange Commission Form 10-K for the year ended December 31, 1994,
including the financial statements and financial statement schedules. Such
request should be directed to Leslie M. Gasper, Corporate Secretary, Sturm,
Ruger & Company, Inc., Lacey Place, Southport, Connecticut 06490.
BY ORDER OF THE BOARD OF DIRECTORS
Leslie M. Gasper
----------------------------------
Leslie M. Gasper
Corporate Secretary
<PAGE> 14
PROXY PROXY
STURM, RUGER & COMPANY, INC.
LACEY PLACE, SOUTHPORT, CONNECTICUT 06490
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1995
(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
The undersigned hereby appoints William B. Ruger, John M. Kingsley,
Jr., and Leslie M. Gasper as Proxies, each with the full power to appoint his
or her substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of Common Stock of Sturm, Ruger & Company,
Inc. (the "Company"), held of record by the undersigned on March 16, 1995 at
the Annual Meeting of Stockholders to be held on April 25, 1995 or any
adjournment or postponement thereof.
The 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 the election of all directors and for Proposal 2. Please sign
exactly as name appears on other side of this proxy form.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE> 15
STURM, RUGER & COMPANY, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
The Board of Directors unanimously recommends a vote for the following
proposals:
1. Election of nine Directors
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name in space provided below.)
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For / / Withheld / / For All Except / /
William B. Ruger, William B. Ruger, Jr., John M. Kingsley, Jr.,
Nils Anderson, Jr., Richard T. Cunniff, Townsend Hornor,
Paul X. Kelley, James E. Service and Stanley B. Terhune.
2. Proposal to approve the appointment of Ernst & Young LLP as the
independent auditors of the Company for the 1995 fiscal year.
For / / Against / / Abstain / /
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
For / / Against / / Abstain / /
Dated 1995
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Signature
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Signature if held jointly
When shares are held by joint tenants,
both should sign. When signing as an
attorney, as executor, administrator,
trustee or guardian, please give your
full title as such. If a corporation,
please sign in full corporate name of
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.
