<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:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
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 Rule 0-11(c)(ii), 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
PRELIMINARY COPY
STURM, RUGER & COMPANY, INC.
SOUTHPORT, CONNECTICUT 06490 USA
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
JULY 23, 1996
NOTICE IS HEREBY GIVEN THAT a Special 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 23rd day of July, 1996, at 9:30
A.M. for the purpose of considering and acting upon the following:
1. The approval of an amendment to the Certificate of Incorporation of
the Company to increase the authorized voting common stock of the
Company from 20,000,000 shares of common stock, par value $1.00 per
share, to 40,000,000 shares.
2. 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 June
19, 1996 will be entitled to notice of and to vote at the meeting or any
adjournment or postponement thereof. The complete list of stockholders entitled
to vote at the Special Meeting shall be open to the examination of any
stockholder, for any purpose germane to the Special Meeting, during ordinary
business hours, for a period of 10 days prior to the Special Meeting, at the
Company's headquarters located at Lacey Place, Southport, Connecticut 06490.
By Order of the Board of Directors
Leslie M. Gasper
Corporate Secretary
Southport, Connecticut
June 26, 1996
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
June 26, 1996
STURM, RUGER & COMPANY, INC.
LACEY PLACE, SOUTHPORT, CONNECTICUT 06490
PROXY STATEMENT
SPECIAL 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 Special Meeting of Stockholders (the "Meeting") of the
Company to be held at 9:30 A.M. on July 23, 1996 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 Special Meeting of
Stockholders. This Proxy Statement and enclosed proxy are first being sent to
stockholders on or about June 26, 1996.
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.
Only holders of Common Stock of record at the close of business on June
19, 1996 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 June 19,
1996, 13,455,400 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
will be counted as being present at the Meeting, with the result that
abstentions and broker non-votes will have the same effect as votes against the
proposed amendment to the Certificate of Incorporation of the Company.
1
<PAGE> 4
PRINCIPAL STOCKHOLDERS
The following table sets forth as of June 1, 1996 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
OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENT OF CLASS
- ------------------- ------------------------- ----------------
<S> <C> <C>
William B. Ruger 2,407,448(1) 17.89%
P.O. Box 447
Newport, NH 03773
William B. Ruger, Jr. 1,312,000(2) 9.75%
P.O. Box 293
Newport, NH 03773
</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.
2
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of June 1, 1996 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.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER* SHARES BENEFICIALLY OWNED PERCENT OF CLASS
- ------------------------ ------------------------- ----------------
<S> <C> <C>
William B. Ruger 2,407,448(1) 17.89%
William B. Ruger, Jr. 1,312,000(2) 9.75%
Gerald W. Bersett 3,500 **
John M. Kingsley, Jr. 2,080 **
Stephen L. Sanetti 16,001 **
All Directors and executive officers as
a group (5 outside Directors, 3 Directors
who are also executive officers and 3 other
executive officers) 3,751,779 27.88%
</TABLE>
- -----------------
* The address of each of the executive officers named in this Security
Ownership of Management table is c/o Sturm, Ruger & Company, Inc., Lacey
Place, Southport, Connecticut 06490.
** 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.
3
<PAGE> 6
PROPOSAL TO AMEND THE
CERTIFICATE OF INCORPORATION OF THE COMPANY
The Board of Directors unanimously recommends that the stockholders
approve a proposed amendment to the Company's Certificate of Incorporation to
increase the number of shares of Common Stock which the Company is authorized to
issue from 20,000,000 to 40,000,000 (the "Amendment") and thereby enable the
Company to effect a two-for-one split of the Common Stock in the form of a 100%
Common Stock dividend.
It is expected that the Board of Directors of the Company will approve
a two-for-one stock split in the form of a 100% Common Stock dividend (the
"Stock Split") at a meeting to be held on July 24, 1996. The Stock Split is
contingent upon the approval by holders of Common Stock of the Amendment. If the
Amendment is approved on July 23, 1996, and the Board of Directors approves the
Stock Split, holders of Common Stock on August 15, 1996 (the "Stock Split Record
Date") will receive on September 16, 1996 (the "Stock Split Distribution Date")
one share of Common Stock for each share held on the Stock Split Record Date.
The objectives of the Stock Split are to lower the market price of the
Common Stock, increase its trading activity and encourage round lot trading, all
of which would be expected to increase the liquidity and broaden the
marketability of the Common Stock. For these reasons, the Board of Directors has
determined that the Stock Split would be in the best interests of the Company
and its stockholders.
The proposed Amendment would double the number of authorized shares of
Common Stock from 20,000,000 to 40,000,000. The amount of the proposed increase
in authorized shares is greater than the amount needed to effect the Stock
Split. However, because the Company proposes to double the authorized shares in
conjunction with the two-for-one Stock Split, the proposed Amendment would not
increase the proportion of shares of Common Stock available for issuance to the
total amount of authorized Common Stock. Rather, the effect of the increased
number of authorized shares is merely to maintain the current proportion of
authorized but unissued shares to total authorized shares. Therefore, if the
proposed Amendment is approved, the proportionate ownership interests of
existing stockholders would not be subject to greater dilution through future
issuances of Common Stock than exists at this time. Furthermore, the increase in
authorized Common Stock would ensure that the Stock Split does not result in a
reduction, in terms of market value, in the amount of Common Stock available for
future issuance by the Company.
4
<PAGE> 7
The rights with respect to each share of Common Stock as to par value,
voting, dividends and other matters will not be affected by the proposed Stock
Split.
For each share of Common Stock distributed on the Stock Split
Distribution Date, $1.00 will be transferred from the Retained Earnings account
to the Common Stock account. Since there is no consideration received by the
Company in connection with the Stock Split, the overall capital of the Company
will not change as a result of the Stock Split.
The holders of shares of Common Stock do not have preemptive rights.
Accordingly, stockholders would not have any preferential right to subscribe for
proportionate shares of the issue of additional Common Stock unless so provided
by the Board of Directors and any issuance of additional authorized shares of
Common Stock, other than as a pro-rata distribution to existing holders of
Common Stock, would have the effect of diluting the proportionate voting power
of existing holders of Common Stock.
No taxable gain or loss under existing federal income tax law will
result from the Stock Split. The federal tax basis of shares held immediately
prior to the Stock Split must thereafter be allocated proportionately among the
original shares and the additional shares issued as a result of the Stock Split,
and the holding period for the additional shares will be the same as the holding
period for the original shares.
The Board of Directors of the Company recommends that holders of Common
Stock vote "FOR" approval of the Amendment, which approval will enable the
Company to effect the Stock Split.
The affirmative vote of a majority of the issued and outstanding shares
of Common Stock is required to approve the Amendment.
If the Amendment is approved by the stockholders, and the Stock Split
is approved by the Directors, certificates for one additional share of Common
Stock for each share of Common Stock outstanding at the close of business on the
Stock Split Record Date will be mailed on the Stock Split Distribution Date to
each holder of record as of the Stock Split Record Date. If shareholders approve
the Amendment after July 23, 1996 due to an adjournment or postponement of the
Special Meeting, the Stock Split Record Date and Stock Split Distribution Date
could be changed.
NOTE: STOCKHOLDERS SHOULD RETAIN THEIR
STOCK CERTIFICATES AND SHOULD NOT SEND THEM
TO THE COMPANY OR THE TRANSFER AGENT.
5
<PAGE> 8
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 25, 1996.
OTHER MATTERS
Management of the Company does not intend to present any business at
the Meeting other than as set forth in Item 1 of the attached Notice of Special
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, 1995,
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
Corporate Secretary
6
<PAGE> 9
PRELIMINARY COPY
PROXY STURM, RUGER & COMPANY, INC. PROXY
Lacey Place, Southport, Connecticut 06490
This Proxy is Solicited on Behalf of the Board of Directors for
the Special Meeting of Stockholders to be held on July 23, 1996
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 June 19,
1996 at the Special Meeting of Stockholders to be held on July 23, 1996 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 Proposal 1. 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.)
- --------------------------------------------------------------------------------
PRELIMINARY COPY 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 PROPOSAL:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve the amendment of the Certificate of [ ] [ ] [ ]
Incorporation of the Company to increase the authorized
voting common stock of the Company from 20,000,000
shares of Common Stock, par value $1.00 per share, to
40,000,000 shares.
2. In their discretion, the Proxies are authorized to vote upon such [ ] [ ] [ ]
other business as may properly come before the meeting.
</TABLE>
Dated:___________________________, 1996
Signature(s)____________________________
________________________________________
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 by President
or other authorized officer. If a partnership, please sign in partnership name
by authorized person.
<PAGE> 10
[PATTERSON, BELKNAP, WEBB & TYLER LLP LETTERHEAD]
June 7, 1996
EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Sturm, Ruger & Company, Inc.
Dear Sirs:
On behalf of our client, Sturm, Ruger & Company, Inc. (the
"Company"), we are transmitting for filing, pursuant to Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Rule 13 of Regulation S-T, preliminary copies of the Company's Notice
of Meeting, proxy statement and form of proxy ("Proxy Materials") in connection
with a special meeting of stockholders. A check in the amount of $125.00 payable
to the Securities and Exchange Commission was sent via Express Mail to the
Mellon Bank lockbox for deposit to SEC Account Number 910-8739 on June 5, 1996.
The Company intends to release to the Company's stockholders
definitive Proxy Materials on or about June 26, 1996. Please contact the
undersigned with respect to any comments on the enclosed. My direct dial number
is 212 336-2849.
Very truly yours,
/s/ John P. Schmitt
John P. Schmitt
Enclosures
