UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported) JULY 15, 2002
NATIONAL PRESTO INDUSTRIES, INC.
(Exact name of registrant as specified in its chapter)
WISCONSIN 1-2451 39-0494170
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3925 NORTH HASTINGS WAY
EAU CLAIRE, WISCONSIN 54703-3703
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 715-839-2121
N/A
(Former name or former address, if changed since last report)
ITEM 9. REGULATION FD DISCLOSURE
The Registrant issued the following statement today regarding the
Securities and Exchange Commission (SEC) decision to file a lawsuit against the
Registrant.
"This case does NOT involve fraud, deceptive practices, or questionable
accounting methods, such as have occurred in the Enron, Worldcom, etc. matters.
Instead, the SEC is dissatisfied with the very conservative and safe way with
which the company has handled its financial affairs. Relying upon a strained
interpretation of an obscure section in a 62-year old law, the SEC will contend
that Presto is primarily engaged in investing, and therefore should have
registered as an investment company. If asked, the financial and retail
communities will virtually unanimously agree that this 97-year old company is
well known to be primarily engaged in the design and marketing of commercial
products, such as its world famous Presto(R) pressure cookers and its Presto(R)
SaladShooter(R) electric slicer/shredders. Certainly, when looking at the
activities of the company, the SEC's contention seems incomprehensible.
Currently, Presto has over 700 employees, of which only two are engaged on a day
to day basis in cash management and investing, and then merely on a part time
basis."
"An editorial in the WALL STREET JOURNAL last Friday, commenting upon a
separate but related matter, may be helpful in understanding the SEC's
motivation. The JOURNAL stated, "
'In effect, the SEC is responding to Worldcom and Enron by
knocking down the doors of companies that have given no
evidence of wrongdoing, ripping through their books and
looking for things to criticize.'
"It is most regrettable that the SEC may include in its suit personal
charges against Melvin S. Cohen, former Chairman and presently Chairman
Emeritus, and Maryjo Cohen, Chief Executive Officer, and may even seek payments
from them. When boiled down to bare essentials, the accusations simply suggest
the Cohens formulated financial policy, one of the very tasks assigned them by
the company's directors. People familiar with the Cohen's reputation for
honesty, steadfast work habits, professionalism, philanthropy, and good
citizenship, will undoubtedly scorn the characterizations the SEC court
documents will contain."
"Even the financial data to be relied upon by the SEC are seriously
flawed. As presented, that data disregards a very significant ruling by the
Financial Accounting Standards Board (FASB), and even the Commission's own
ruling in other cases involving a different section of the same statute. Recited
percentages of allegedly excessive assets are wildly inaccurate."
"Until our recent experience, we shared the general public belief that
the SEC acts as the investor's protector. Based strictly and solely upon our
current experience, we now must question that role. In our case the SEC is
prepared to drive down the price of Presto investor's stock through unnecessary
adverse publicity and mandate reconfiguration of liquid assets to provide lesser
yields at elevated risks."
"Our company strives to avoid lawsuits because we are aware of their
high cost in terms of money and executive time, and, most significantly, the
unavoidable consequential failure in attending to business affairs. Wholehearted
and good faith efforts to settle with the SEC proved fruitless. Thus deprived of
settlement opportunities, we welcome judicial review."
"Much of our experience seems to contradict the open climate in
governmental dealings, expected by Americans. We have been continuously denied
identification of the specific charges against us. Even as of this date, we are
not sure we know the charges leveled against us by the SEC staff. We have been
warned that following the Commission decision, before we enjoy our day in court,
we would be the object of vilification in the press. By virtue of "Commission
policy", settlement can only occur if the company accepts the staff's
contentions as factual, and agrees to withdraw its contrary representations from
the record. That policy also requires us to state that we have never been
threatened by the SEC staff. We must lie, in many respects, to satisfy this
policy. Is it any wonder that we will vigorously defend the suit, and expect to
win."
"The company's performance should make it a model to be copied, rather
than the target of governmental criticism. Despite pressure from a number of
sources, during the heady 90s and 2000, the company refused to overpay for
acquisitions and to pay unrealistic prices for reacquisition of its own stock.
Consequently, Presto is not confronted with the need to take drastic write downs
to restate acquisitions to their true values, or to put those acquisitions on a
bargain block, as is occurring so frequently with many in industry. Market
reverses have generally shrunk the value of securities during the past two
years. Presto's prudence, with which the SEC appears to take issue, has
protected its cash assets and investments so that all of the value remains
intact. As a result of this prudence, the company is poised to make
acquisitions, when genuine opportunities arise, using funds kept secure by sound
policies for the past decade."
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL PRESTO INDUSTRIES, INC.
--------------------------------
(Registrant)
/s/ Maryjo Cohen
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Date JULY 15, 2002 (Signature) MARYJO COHEN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER