<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:
/ / Preliminary Proxy Statement / / Confidential, for Use of
the Comission Only (as
permitted by Rule
14a-6(e)(2))
/ X / 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
[LOGO] STURM, RUGER & COMPANY, INC.
SOUTHPORT, CONNECTICUT 06490 USA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1996
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders of
STURM, RUGER & COMPANY, INC. (the "Company") will be held at the Marriott's
Camelback Inn, 5402 East Lincoln Drive, Scottsdale, Arizona 85253 on the 25th
day of April, 1996, 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 1996 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 14, 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 Annual Meeting shall be open to the examination of any
stockholder, for any purpose germane to the Annual Meeting, during ordinary
business hours, for a period of 10 days prior to the Annual Meeting, at the
Company's facility located at 200 Ruger Road, Prescott, Arizona 86301.
By Order of the Board of Directors
/s/ Leslie M. Gasper
Leslie M. Gasper
Corporate Secretary
Southport, Connecticut
March 25, 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
March 25, 1996
STURM, RUGER & COMPANY, INC.
LACEY PLACE, SOUTHPORT, CONNECTICUT 06490
PROXY STATEMENT
1996 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 1996 Annual Meeting of Stockholders (the "Meeting") of
the Company to be held at 10:30 a.m. on April 25, 1996 at the Marriott's
Camelback Inn, 5402 East Lincoln Drive, Scottsdale, Arizona 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 25, 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.
The Annual Report of the Company for the year ended December 31, 1995,
including financial statements, is enclosed herewith.
Only holders of Common Stock of record at the close of business on
March 14, 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 March
14, 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 Annual Meeting, with the result that
abstentions and broker non-votes will have the same effect as votes against the
election of directors.
1
<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, 1996.
<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 79 Chairman of the Board, Chief January, 1949 2,407,448(1) 17.89%
Executive Officer and Treasurer.
President of the Company
from 1949 to 1990.
William B. Ruger, Jr.(2) 56 Vice Chairman and Senior March, 1970 1,312,000(3) 9.75%
Executive Officer.
President of the Company
from 1991 to July, 1995.
John M. Kingsley, Jr. 64 Executive Vice President April, 1972 2,080 *
of the Company.
Townsend Hornor 69 Director of Nickerson April, 1972 1,600 *
Lumber Co.
Stanley B. Terhune 70 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 73 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 registered
under the Investment Advisors
Act of 1940.
</TABLE>
2
<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. 82 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 67 Vice Chairman of Cassidy & April, 1990 1,000(6) *
Associates, Inc. (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 and engineered materials),
GenCorp Inc. (aerospace, automotive,
polymer products), PHH Corpora-
tion (automobile leasing and relocation
services), The Wackenhut Corporation
(security services), UST Inc. (tobacco
products and wine) and Saul Centers,
Inc. (real estate investment trust).
James E. Service 65 Consultant, PGGR/Russell Inc. July, 1992 400 *
(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 219,034 shares of
Common Stock. The firm of Ruane, Cunniff & Co., Inc. is able to direct
the sale or disposition of the 219,034 shares; however, 24,124 shares
may be voted by Ruane, Cunniff & Co., Inc. and 194,910 shares may be
voted only by their beneficial owners. Mr. Cunniff disclaims beneficial
ownership of such 219,034 shares.
(6) General Kelley owns 400 of the shares in joint tenancy with his wife.
3
<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 1995 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 1995. The Audit Committee held one meeting during 1995.
In 1995, 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 1995. The Compensation Committee did
not meet during 1995.
The Board of Directors held four meetings during 1995. All Directors
attended all meetings of the Board of Directors, and all meetings held by all
committees of the Board on which each such Director served.
4
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
compensation for calendar years 1995, 1994 and 1993 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 $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------- ----------------------
OTHER RESTRICTED ALL OTHER
NAME AND PRINCIPAL SALARY(1) BONUS COMPENSATION(2) STOCK AWARDS COMPENSATION(3)
POSITION YEAR ($) ($) ($) ($) ($)
-------- ---- ---- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
William B. Ruger 1995 $333,000 0 0 0 $ 4,512
Chairman of the Board 1994 332,500 0 0 0 4,512
of Directors, Chief 1993 333,000 0 0 0 4,512
Executive Officer,
Treasurer and Director
William B. Ruger, Jr. (4) 1995 $198,000 $100,000 $ 19,985 0 $ 29,400
Vice Chairman, 1994 150,500 150,000 14,466 0 22,275
Senior Executive 1993 150,500 120,000 14,931 0 21,951
Officer and Director
Gerald W. Bersett (5) 1995 $125,000 $ 10,000 0 $100,500(6) $ 15,109(7)
President and 1994 0 0 0 0 0
Chief Operating 1993 0 0 0 0 0
Officer
John M. Kingsley, Jr 1995 $198,000 $108,000 $ 23,959 0 $ 29,904
Executive Vice 1994 173,000 150,000 20,477 0 26,154
President and 1993 173,000 120,000 21,034 0 26,154
Director
Stephen L. Sanetti 1995 $140,000 $ 66,000 $ 16,994 0 $ 21,348
Vice President 1994 125,000 90,000 14,905 0 19,098
General Counsel 1993 117,500 70,000 14,417 0 17,829
</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, 1995 - $0, $0 and $4,512, 1994 - $0, $0 and $4,512,
1993 - $0, $0 and $4,512; William B. Ruger, Jr., 1995 - $2,700, $25,800
and $900, 1994 - $2,700, $18,675 and $900, 1993 - $2,100, $19,275 and
$576; Gerald W. Bersett, 1995 - $0, $0 and $192; John M. Kingsley, Jr.,
1995 - $2,700, $25,800 and $1,404, 1994 - $2,700, $22,050 and $1,404,
1993 - $2,100, $22,650 and $1,404; Stephen L. Sanetti, 1995 - $2,700,
$18,300 and $348, 1994 - $2,700, $16,050 and $348, 1993 - $2,100,
$15,525 and $204.
(4) William B. Ruger, Jr. was elected Vice Chairman and Senior Executive
Officer on July 18, 1995; prior to that he was President.
(5) Gerald W. Bersett joined the Company as President and Chief Operating
Officer on August 1, 1995.
(6) The amount set forth in this column represents the fair market value of
3,000 shares of restricted Common Stock granted to Gerald W. Bersett on
August 23, 1995, pursuant to an employment arrangement.
(7) The amount set forth in this column for Gerald W. Bersett also includes
$608 imputed interest on a $30,000 loan made by the Company, $8,834
taxable value of moving expenses reimbursed to Mr. Bersett during 1995
and $5,475 in non-taxable moving expenses reimbursed to Mr. Bersett
during 1995.
5
<PAGE> 8
BOARD COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
William B. Ruger, the Chairman of the Board, Chief Executive Officer and
Treasurer 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 during that time period.
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 1996
will exceed the limits of deductibility for 1996.
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, Chief Executive Officer and
Treasurer of the Company, serves on the Compensation Committee.
6
<PAGE> 9
COMPANY STOCK PRICE PERFORMANCE
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
STURM, RUGER & COMPANY, INC.,
Standard & Poors 500 And Value Line Machine Tools Index
(PERFORMANCE RESULTS THROUGH 12/31/95)
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
STURM, RUGER & COMPANY, INC. $100.00 $135.71 $183.58 $257.11 $306.35 $309.37
Standard & Poors 500 100.00 139.55 140.72 154.91 157.38 215.42
Machine Tools 100.00 125.51 143.21 163.56 139.70 191.85
</TABLE>
Assumes $100 invested at the close of trading 12/90 in STURM, RUGER & COMPANY,
INC. common stock, Standard & Poors 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 ommissions contained herein.
The peer group in the above graph is the Value Line Machine Tools Industry.
7
<PAGE> 10
PENSION PLAN TABLE
Illustrative Amounts of Annual Pension Payable from the
Pension Plan for the Participant's Life,
Commencing During 1995 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 $ 1,708 $ 3,417 $ 4,271
50,000 4,990 9,979 12,474
75,000 8,323 16,646 20,807
100,000 11,656 23,313 29,141
125,000 14,990 29,979 37,474
150,000 or more 18,323 36,646 45,807
</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, 1995, William B. Ruger and William B. Ruger, Jr. each
had over 25 years of credited service, Gerald W. Bersett had less than one year
of credited service, John M. Kingsley, Jr. had 24 years of credited service, and
Stephen L. Sanetti had 15 years of credited service. The final average salary
for these individuals under the Pension Plan for 1995 was the same as the
respective salaries set forth in the Summary Compensation Table.
8
<PAGE> 11
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TABLE
Illustrative Amounts of Annual Plan Benefit
from the Supplemental Executive Retirement Plan
for the Participant's Life, Beginning at Age 65
<TABLE>
<CAPTION>
HIGHEST 36-CONSECUTIVE-MONTH YEARS OF CREDITED SERVICE
AVERAGE ANNUALIZED PAY 10 YEARS 15 YEARS 20 YEARS 25 OR MOREYEARS
---------------------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C>
$125,000 $ 0 $ 215 $ 5,279 $ 10,342
150,000 0 2,715 8,612 14,509
175,000 1,818 10,215 18,612 27,009
200,000 6,818 17,715 28,612 39,509
225,000 11,818 25,215 38,612 52,009
250,000 16,818 32,715 48,612 64,509
300,000 26,818 47,715 68,612 89,509
400,000 46,818 77,715 108,612 139,509
</TABLE>
The Company adopted the Sturm, Ruger & Company, Inc. Supplemental
Executive Retirement Plan (the "SERP"), effective January 1, 1996. The SERP is
an unfunded defined benefit plan offered to certain key executives. Currently,
William B. Ruger, Jr., John M. Kingsley, Jr. and Stephen L. Sanetti participate
in the plan. The SERP provides annual benefits beginning at age 65 in an amount
equal to 2% of the participant's final average salary (defined as the
36-consecutive-month average annualized pay, including bonuses, incentive
compensation and special payments, during which such annual pay is the highest)
for each complete year of service (up to 25 years) with the Company, to a
maximum of 50% of such final average salary, less (i) the amount the participant
is entitled to receive under the Sturm, Ruger & Company, Inc. Salaried
Employees' Retirement Income Plan, less (ii) the estimated annual amount of U.
S. Social Security benefit (primary insurance amount only) payable to the
participant commencing at age 65. The benefit is payable for the life of the
participant with 50% to continue for the life of the surviving spouse after the
participant's death.
The participant must generally complete ten years of service to be
eligible for benefits under the SERP. In addition, eligible employees shall
include only those employees who are officers and have attained the level of at
least Vice President. As of December 31, 1995, William B. Ruger, Jr. had over 25
years of credited service, John M. Kingsley, Jr. had 24 years of credited
service, and Stephen L. Sanetti had 15 years of credited service. The annual
salary upon which the SERP benefit is calculated is limited to $400,000. The
benefit amount shall be adjusted biennially for increases in the cost-of-living
index as determined by the United States Department of Labor. The illustrative
amounts presented above assume that the employee attains age 65 in 1996.
9
<PAGE> 12
The SERP provides that in the event of a change in control, participants
in pay status shall be entitled to receive a lump-sum payment equal to the
present value of the participant's benefit. Those not in pay status shall become
fully vested and generally, if terminated within three years of a change in
control, become entitled to a lump-sum payment. The payment shall be computed
based upon the participant's final average salary and years of service with the
Company on the date of change in control (provided, however, that in the event
of a change in control, the participant's years of service with the Company for
purposes of computing the benefit amount shall not be less than ten). A change
in control is defined to mean the effective date of one of the following events:
(i) sale or exchange of substantially all of the capital stock of the Company;
(ii) sale of substantially all of the assets of the Company; (iii) sale of
substantially all of the capital stock of the Company owned of record and
beneficially by William B. Ruger and members of his family; or (iv) the merger
or consolidation of the Company with or into one or more other corporations;
and, in each of such four cases, the sale of stock or assets is to, or the
exchange of stock is with, or the merger or consolidation is with or into one or
more persons, firms or corporations, which does not own at least ten percent
(10%) of the capital stock of the Company.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of February 1, 1996 (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
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.
10
<PAGE> 13
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of February 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. 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) 17.89%
William B. Ruger, Jr 1,312,000(2) 9.75%
Gerald W. Bersett 3,500 **
John M. Kingsley, Jr 2,080 **
Stephen L. Sanetti 16,000 **
All Directors and executive officers as a group
(6 outside Directors, 3 Directors who are also
executive officers and 2 other executive officers) 3,752,878 27.89%
</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.
11
<PAGE> 14
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 stockholders 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, 1995 through December 31, 1995, all such forms were filed
in a timely manner by the Company's officers, Directors and greater than ten
percent beneficial owners.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of December 31, 1995 William B. Ruger, Jr., Vice Chairman, Senior
Executive Officer and Director of the Company, was indebted to the Company in
the amount of $61,912.67 for personal loans made to Mr. Ruger from time to time.
This was the largest amount outstanding during 1995. These loans did not bear
interest. This amount was paid in full on March 15, 1996.
During 1995, 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 1995 received a total of $199,125,
including bonuses.
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 1996 fiscal year. During 1995, 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 the Audit Committee meeting, 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.
12
<PAGE> 15
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 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, 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
/s/ Leslie M. Gasper
----------------------------------
Leslie M. Gasper
Corporate Secretary
13
<PAGE> 16
[LOGO] STURM, RUGER & COMPANY, INC.
Lacey Place, Southport, Connecticut 06490
<PAGE> 17
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PROXY PROXY
STURM, RUGER & COMPANY, INC.
LACEY PLACE, SOUTHPORT, CONNECTICUT 06490
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 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 March 14, 1996 at the Annual
Meeting of Stockholders to be held on April 25, 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 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.)
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STURM, RUGER & COMPANY, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY 0
[ ]
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF NINE DIRECTORS - FOR WITHHOLD FOR ALL (Except Nominee(s) written below)
Nominees: 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 FOR AGAINST ABSTAIN
LLP as the independent auditors of the Company for the ( ) ( ) ( )
1996 fiscal year.
3. In their discretion, the Proxies are authorized FOR AGAINST ABSTAIN
to vote upon such other business as may ( ) ( ) ( )
properly come before the meeting.
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.
</TABLE>
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