<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 Com-
ission 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/ No fee required.
/ / 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:
2
<PAGE> 2
SOUTHPORT, CONNECTICUT 06490 USA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1997
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders of
STURM, RUGER & COMPANY, INC. (the "Company") will be held at the Fairfield
County Hunt Club, 174 Long Lots Road, Westport, Connecticut 06880 on the 20th
day of May, 1997, 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 1997 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 21, 1997 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 headquarters located at Lacey Place, Southport, Connecticut 06490.
By Order of the Board of Directors
/s/ LESLIE M. GASPER
-------------------------------
Leslie M. Gasper
Corporate Secretary
Southport, Connecticut
March 28, 1997
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 28, 1997
STURM, RUGER & COMPANY, INC.
LACEY PLACE, SOUTHPORT, CONNECTICUT 06490
PROXY STATEMENT
1997 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 1997 Annual Meeting of Stockholders (the "Meeting") of
the Company to be held at 10:30 a.m. on May 20, 1997 at the Fairfield County
Hunt Club, 174 Long Lots Road, 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 28, 1997.
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, 1996,
including financial statements, is enclosed herewith.
Only holders of Common Stock of record at the close of business on
March 21, 1997 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
21, 1997, 26,916,800 shares of Common Stock were issued and outstanding, after
giving effect to a two-for-one stock split in the form of a 100% stock dividend
paid on September 16, 1996 to stockholders of record on August 15, 1996. 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
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, with the exception of Gerald W. Bersett, who was elected to the Board
of Directors on October 30, 1996 to fill the vacancy created following the
retirement of Nils Anderson, Jr. from the Board. 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, 1997.
<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 80 Chairman of the Board, Chief January, 1949 4,814,896(1) 17.89%
Executive Officer and Treasurer.
President of the Company
from 1949 to 1990.
William B. Ruger, Jr.(2) 57 Vice Chairman and Senior March, 1970 2,624,000(3) 9.75%
Executive Officer.
President of the Company
from 1991 to July, 1995.
Gerald W. Bersett 56 President and Chief Operating October, 1996 12,000 *
Officer since August 1, 1995.
Prior thereto, President of the
Winchester Division of the Olin
Corporation since 1988 and Vice
President of the Olin Corporation
since 1993.
John M. Kingsley, Jr. 65 Director of the Company. April, 1972 4,160 *
Retired as Executive Vice President
of the Company effective
December 31, 1996.
Director of USLIFE Income Fund, Inc.
Townsend Hornor 70 Director of Nickerson April, 1972 3,200 *
Lumber Co.
Stanley B. Terhune 71 Director and Consultant to January, 1975 4,800(4) *
the Company. Retired as
Vice President of
the Company effective
January 31, 1992.
</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>
Richard T. Cunniff 74 President and Director of December, 1986 10,500(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
adviser
registered under
the Investment
Advisers Act of
1940.
Paul X. Kelley 68 Vice Chairman of Cassidy & April, 1990 2,000(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 66 Consultant, PGGR/Russell Inc. July, 1992 800 *
(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 542,896 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 1,824,000 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 800 of the shares in joint tenancy with his wife. The
remaining 4,000 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 10,500 shares of Common Stock owned by Mr. Cunniff's wife
as to which Mr. Cunniff disclaims beneficial ownership. The Sequoia Fund,
of which Mr. Cunniff is the President, a director and a stockholder, owns
339,200 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 368,611 shares of Common Stock. The
firm of Ruane, Cunniff & Co., Inc. is able to direct the sale or
disposition of the 368,611 shares; however, 34,648 shares may be voted by
Ruane, Cunniff & Co., Inc. and 333,963 shares may be voted only by their
beneficial owners. Mr. Cunniff disclaims beneficial ownership of such
368,611 shares.
(6) General Kelley owns 800 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 1996, members of the Audit Committee were Townsend Hornor, Richard
T. Cunniff and William B. Ruger, Jr., who replaced Nils Anderson, Jr. on the
Committee effective October 30, 1996. 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 and
Cunniff each received $1,250, Mr. Ruger, Jr. received $0, and Mr. Anderson
received $750 for services rendered on such committee in 1996. The Audit
Committee held two meetings during 1996.
In 1996, the members of the Compensation Committee were William B.
Ruger, Richard T. Cunniff and James E. Service, who replaced Nils Anderson, Jr.
on the Committee effective October 30, 1996. 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, Service and Anderson did not receive
compensation for services rendered on such committee in 1996. The Compensation
Committee did not meet during 1996.
The Board of Directors held four meetings during 1996. All Directors
attended at least seventy-five percent (75%) of the aggregate of the total
number of meetings of the Board of Directors. All Directors attended all
meetings held by all committees of the Board on which each such Director served,
with the exception of Nils Anderson, Jr., who attended one Audit Committee
meeting during 1996.
4
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
compensation for calendar years 1996, 1995 and 1994 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 $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------ ----------------------
OTHER ANNUAL RESTRICTED ALL OTHER
NAME AND PRINCIPAL SALARY(1) BONUS COMPENSATION(2) STOCK AWARDS COMPENSATION(3)
POSITION YEAR ($) ($) ($) ($) ($)
- ------------------ ---- ---- --------- -------------- ----------------------- --------------
<S> <C> <C> <C> <C> <C> <C>
William B. Ruger 1996 $ 333,000 0 0 0 $ 4,512
Chairman of the Board 1995 333,000 0 0 0 4,512
of Directors, Chief 1994 332,500 0 0 0 4,512
Executive Officer,
Treasurer and Director
William B. Ruger, Jr. 1996 $ 198,000 $ 150,000 $ 19,985 0 $ 29,400
Vice Chairman, 1995 198,000 100,000 19,985 0 29,400
Senior Executive 1994 150,500 150,000 14,466 0 22,275
Officer and Director
Gerald W. Bersett (4) 1996 $ 301,500 $ 80,000 0 $ 137,438(5) $254,371(6)
President, Chief 1995 125,000 10,000 0 100,500(5) 15,109(7)
Operating Officer 1994 0 0 0 0 0
and Director
John M. Kingsley, Jr.(8) 1996 $ 198,000 $ 150,000 $ 23,959 0 $ 31,020
Executive Vice 1995 198,000 108,000 23,959 0 29,904
President and 1994 173,000 150,000 20,477 0 26,154
Director
Stephen L. Sanetti 1996 $ 140,000 $ 95,000 $ 16,994 0 $ 21,348
Vice President 1995 140,000 66,000 16,994 0 21,348
General Counsel 1994 125,000 90,000 14,905 0 19,098
</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, 1996 - $0, $0 and $4,512, 1995 - $0, $0 and
$4,512, 1994 - $0, $0 and $4,512; William B. Ruger, Jr.,1996 - $2,700,
$25,800 and $900, 1995 - $2,700, $25,800 and $900, 1994 - $2,700,
$18,675 and $900; Gerald W. Bersett, 1996 - $22,500, $0 and $900, 1995
- $0, $0 and $192; John M. Kingsley, Jr., 1996 - $2,700, $25,800, and
$2,520, 1995 - $2,700, $25,800 and $1,404, 1994 - $2,700, $22,050 and
$1,404; Stephen L. Sanetti, 1996 - $2,700, $18,300 and $348, 1995 -
$2,700, $18,300 and $348, 1994 - $2,700, $16,050 and $348.
(4) Gerald W. Bersett became a Director on October 30, 1996. He joined the
Company as President and Chief Operating Officer on August 1, 1995.
(5) The amounts set forth in this column represent the fair market value as
of the date of grant of 6,000 shares of restricted Common Stock granted
to Gerald W. Bersett on each of August 23, 1995 and August 2, 1996,
pursuant to an employment arrangement. As of December 31, 1996, the
aggregate fair market value of such shares was $232,500.
(6) The amount set forth in this column for Gerald W. Bersett also includes
$3,262 imputed interest on two loans($30,000 and $54,975) made by the
Company, $133,686 taxable value of moving expenses reimbursed to Mr.
Bersett during 1996, $85,204 representing "gross-up" for taxes related
to moving expenses reimbursed to Mr. Bersett in 1995 and 1996, and
$8,819 in non-taxable moving expenses reimbursed to Mr. Bersett during
1996.
(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.
(8) John M. Kingsley, Jr. retired as Executive Vice President effective
December 31, 1996.
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 1997
will exceed the limits of deductibility for 1997.
Compensation Committee
William B. Ruger
Richard T. Cunniff
James E. Service
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 12/31/96)
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
STURM RUGER & COMPANY, INC........$100.00 $141.66 $188.07 $224.11 $226.30 $333.42
Standard & Poors 500..............$100.00 $107.79 $118.66 $120.56 $165.78 $204.30
Machine Tools.....................$100.00 $113.91 $130.23 $110.73 $151.24 $159.17
</TABLE>
The peer group in the above graph is the Value Line Machine Tools Industry.
Assumes $100 invested at the close of trading 12/91 in Sturm, Ruger & Company,
Inc. common stock, Standard & Poors 500, and Machine Tools Index.
*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 omissions contained herein.
7
<PAGE> 10
PENSION PLAN TABLE
Estimated Amounts of Annual Pension Payable from the
Pension Plan for the Participant's Life,
Commencing During 1996 at Age 65
<TABLE>
<CAPTION>
HIGHEST 60-CONSECUTIVE-MONTH YEARS OF CREDITED SERVICE
AVERAGE ANNUALIZED BASE PAY 15 YEARS 20 YEARS 25 OR MORE YEARS
- ---------------------------- -------- -------- ----------------
<S> <C> <C> <C>
$ 75,000 12,300 16,400 20,500
100,000 17,300 23,100 28,800
125,000 22,300 29,700 37,200
150,000 or more 27,300 36,400 45,500
</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, 1996, William B. Ruger, Jr. and John M. Kingsley,
Jr. each had 25 or more years of credited service, Gerald W. Bersett had one
year of credited service, and Stephen L. Sanetti had 16 years of credited
service. An indication of the average annualized base pay under the Pension Plan
for these individuals can be found in the Salary column of the Summary
Compensation Table.
8
<PAGE> 11
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TABLE
Estimated Amounts of Annual Plan Benefit
Payable from the Supplemental Executive Retirement Plan
for the Participant's Life, Commencing During 1996 at Age 65
<TABLE>
<CAPTION>
AVERAGE ANNUAL YEARS OF CREDITED SERVICE
COMPENSATION 15 YEARS 20 YEARS 25 OR MORE YEARS
------------ -------- -------------------------- ----------------
<S> <C> <C> <C>
$125,000 $ 7,700 $ 15,300 $ 22,800
150,000 11,700 20,600 29,500
175,000 15,700 25,900 36,200
200,000 19,700 31,300 42,800
225,000 25,200 38,600 52,000
250,000 32,700 48,600 64,500
300,000 47,700 68,600 89,500
400,000 77,700 108,600 139,500
</TABLE>
The Sturm, Ruger & Company, Inc. Supplemental Executive Retirement Plan
(the "SERP") is a nonqualified supplemental retirement plan for certain senior
executives of the Company. Three of the executive officers who appear in the
Summary Compensation Table, William B. Ruger, Jr., John M. Kingsley, Jr. and
Stephen L. Sanetti participate in the plan. The SERP provides an annual benefit
beginning at age 65 in an amount equal to 2% of the participant's average annual
compensation for each complete year of service with the Company up to a maximum
of 50% of such average compensation. The annual benefit is reduced by the amount
the participant is entitled to receive under the Pension Plan, and is further
reduced by the amount of Social Security benefit the participant is entitled to
receive commencing at age 65. The SERP benefit is payable as an annuity over the
life of the participant with 50% to continue for the life of the participant's
surviving spouse after the participant's death.
The average annual compensation shown in the above table includes the
participant's base pay, bonuses, and other compensation for the participant's
highest consecutive 36 months (or, if the participant's service was less than 36
months, then for the entire period of service) as reported under the Summary
Compensation Table, except that benefits received under the Salaried Employees'
Profit Sharing Plan and taxable premiums paid by the Company for group term life
insurance are excluded from the SERP compensation formula. The annual
compensation upon which the SERP benefit is calculated is limited to $400,000.
As of December 31, 1996, William B. Ruger, Jr. and John M. Kingsley, Jr. each
had 25 or more years of credited service, and Stephen L. Sanetti had 16 years of
credited service. The estimated amounts presented above assume that the
participant attained 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 average compensation 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 10% of the
capital stock of the Company.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of February 1, 1997 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 4,814,896(1) 17.89%
P.O. Box 447
Newport, NH 03773
William B. Ruger, Jr. 2,624,000(2) 9.75%
P.O. Box 293
Newport, NH 03773
</TABLE>
- ----------
(1) Includes 542,896 shares of Common Stock as to which Mr. Ruger is
entitled to direct the vote pursuant to a voting agreement.
(2) Includes 1,824,000 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,
1997 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 4,814,896(1) 17.89%
William B. Ruger, Jr. 2,624,000(2) 9.75%
Gerald W. Bersett 12,000 **
John M. Kingsley, Jr. (3) 4,160 **
Stephen L. Sanetti 32,002 **
All Directors and executive officers as a group
(6 outside Directors, 3 Directors who are also
executive officers and 2 other executive officers) 7,510,358 27.90%
</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 542,896 shares of Common Stock as to which Mr. Ruger is
entitled to direct the vote pursuant to a voting agreement.
(2) Includes 1,824,000 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) John M. Kingsley, Jr. retired as Executive Vice President of the
Company effective December 31, 1996.
11
<PAGE> 14
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
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, 1996 through December 31, 1996, all such forms were
filed in a timely manner by the Company's officers, Directors and greater than
ten percent beneficial owners, except that Nils Anderson, Jr., a former Director
of the Company, filed a Form 4 relating to the sale of 1,200 shares of Common
Stock in March, 1996 seven days late.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of February 28, 1996, William B. Ruger, Jr., Vice Chairman, Senior
Executive Officer and Director of the Company, was indebted to the Company in
the amount of $63,213.02 for personal loans made to Mr. Ruger from time to time.
This was the largest amount outstanding during 1996. These loans do not bear
interest. $61,912.67 of this amount was paid on March 15, 1996.
As of December 31, 1996, Gerald W. Bersett, President, Chief Operating
Officer and Director of the Company, was indebted to the Company in the amount
of $84,975 for loans made to pay income taxes due from Mr. Bersett in connection
with the award of shares of restricted Common Stock to Mr. Bersett in 1995 and
1996 pursuant to an employment arrangement. These loans do not bear interest.
During 1996, 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 1996 received a total of
$164,000, including bonuses.
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<PAGE> 15
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 1997 fiscal year. During 1996, 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 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, 1997.
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, 1996,
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
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 MAY 20, 1997
The undersigned hereby appoints William B. Ruger, William B. Ruger,
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 21, 1997 at the
Annual Meeting of Stockholders to be held on May 20, 1997 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 [ ]
[ ]
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<S> <C> <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., [ ] [ ] [ ] ________________________________
Gerald W. Bersett, Richard T. Cunniff,Townsend Hornor,
Paul X. Kelley,John M. Kingsley, Jr., 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 [ ] [ ] [ ]
1997 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: _________________________,1997
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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