SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
National Presto Industries, Inc.
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(Name of Registrant as Specified in Its Charter)
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(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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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PRESTO(R)
------
NOTICE OF
ANNUAL
MEETING
AND
PROXY
STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 2002
Please sign and return the
enclosed proxy card promptly.
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
APRIL 5, 2002
Dear Shareholder:
Enclosed with this letter you will find the notice of our Annual Meeting of
Stockholders, which will be held at our offices in Eau Claire on May 21, 2002.
We sincerely hope that you will be able to be present to meet the
management of your company, see the new products that will be displayed at the
meeting and cast your vote for the election of directors. If, however, you find
that you are unable to attend the meeting in person, we urge that you
participate by voting your stock by proxy. You may cast your vote by signing and
returning the enclosed proxy card.
On March 27, 2002, we mailed you our annual report for 2001, which
contained a description of our business and also included audited financial
statements for that year. Enclosed with this letter is a proxy statement which
contains information regarding the annual meeting and the business to be
conducted thereat.
We are always pleased to hear from our shareholders, and if you cannot be
present in person at the meeting, we would be happy to have your letters
expressing your viewpoints on our products and business or to answer any
questions that you might have regarding your company.
/s/ Maryjo Cohen
Chair of the Board and President
NATIONAL PRESTO INDUSTRIES, INC.
3925 NORTH HASTINGS WAY
EAU CLAIRE, WISCONSIN 54703
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF NATIONAL PRESTO INDUSTRIES, INC.:
The Annual Meeting of Stockholders of National Presto Industries, Inc.,
will be held at the offices of the Company, 3925 North Hastings Way, Eau Claire,
Wisconsin 54703, on Tuesday, May 21, 2002, at 2:00 p.m., for the following
purposes:
(a) to elect two directors for three year terms ending in 2005 and until
their successors are elected, and
(b) to transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 13, 2002, will be
entitled to vote at the meeting and any adjournment thereof.
James F. Bartl
Secretary
April 5, 2002
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS. PLEASE USE THE ENCLOSED ENVELOPE IN RETURNING YOUR PROXY.
NATIONAL PRESTO INDUSTRIES, INC.
3925 NORTH HASTINGS WAY
EAU CLAIRE, WI 54703
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2002
The accompanying proxy is solicited by the Board of Directors of National
Presto Industries, Inc. (the "Company"), for use at the Annual Meeting of
Stockholders to be held May 21, 2002 (the "Annual Meeting"), and any adjournment
thereof. When such proxy is properly executed and returned, the shares it
represents will be voted at the meeting and at any adjournment thereof. Any
stockholder giving a proxy has the power to revoke it at any time before it is
voted. Presence at the meeting of a stockholder who has signed a proxy does not
alone revoke that proxy; the proxy may be revoked by a later dated proxy or
notice to the Secretary at the meeting.
At the Annual Meeting stockholders will be asked to:
(a) elect two directors for three year terms ending in 2005 and until
their successors are elected, and
(b) transact such other business as may properly come before the
meeting.
Only stockholders of record as of the close of business on March 13, 2002,
will be entitled to vote at the Annual Meeting. The presence in person or by
proxy of holders of a majority of the shares of stock entitled to vote at the
Annual Meeting shall constitute a quorum for the transaction of business.
Abstentions and proxies submitted by brokers who do not have authority to vote
on certain matters will be considered "present" at the Annual Meeting for
purposes of determining a quorum. The approximate date on which this proxy
statement and form of proxy were first mailed to stockholders is April 5, 2002.
Directors are elected by a plurality of the votes cast, which means the
individuals who receive the largest number of votes will be elected as directors
up to the maximum number of directors to be chosen in the election. Therefore,
shares voted as "withhold authority to vote" will have no effect on the election
of directors.
1
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 6,836,588 shares
were outstanding and entitled to vote as of the close of business on the record
date, March 13, 2002. Each of the 6,836,588 outstanding shares of common stock
is entitled to one vote and there is no cumulative voting.
The following table sets forth information provided to the Company as to
beneficial ownership of the Company's common stock, as of the record date by (i)
the only shareholders known to the Company to hold 5% or more of such stock,
(ii) each of the directors and executives of the Company named in the Summary
Compensation Table, and (iii) all directors and officers as a group. Unless
otherwise indicated, all shares represent sole voting and investment power.
AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP COMMON STOCK
---------------- ---------------------------- ------------
Maryjo Cohen 1,993,524 (1)(2) 29.2%
3925 N. Hastings Way
Eau Claire, WI 54703
Melvin S. Cohen 433,476 (1)(3) 6.3%
3925 N. Hastings Way
Eau Claire, WI 54703
Dimensional Fund Advisors, Inc. 526,350 (4) 7.7%
1299 Ocean Avenue
Santa Monica, CA 90401
James F. Bartl 45,560 (5) -- (6)
Donald E. Hoeschen 709 -- (6)
Richard F. Anderl 1,652 -- (6)
Michael J. O'Meara 100 -- (6)
Richard N. Cardozo -- --
Patrick J. Quinn 200 -- (6)
All officers and directors as a group 2,124,832 (7) 31.1%
(12 persons)
(1) Includes 111,375 shares owned by the L.E. Phillips Family Foundation, Inc.
(the "Phillips Foundation"), a private charitable foundation of which the
named person is an officer and/or director and as such exercises shared
voting and investment powers.
(Footnotes continued on next page.)
2
(2) Includes 1,669,664 shares held in a voting trust described in the section
below captioned "Voting Trust Agreement," for which Ms. Cohen has sole
voting power, and 211,716 shares owned by pension trusts of the Company or
affiliates, and private charitable foundations (other than the Phillips
Foundation) and family member trusts of which Ms. Cohen is a co-trustee,
officer or director, and as such exercises shared voting and investment
powers.
(3) Includes 322,101 shares owned by pension trusts of the Company or
affiliates, charitable trusts and private charitable foundations (other
than the Phillips Foundation) of which Mr. Cohen is a co-trustee, officer
or director, and as such exercises shared voting and investment powers.
Does not include shares held in a voting trust described in the section
below captioned "Voting Trust Agreement," for which Mr. Cohen holds voting
trust certificates. Pursuant to the voting trust, Mr. Cohen does not have
the power to vote or dispose of such shares.
(4) Based on January 30, 2002, Schedule 13-G filing with the Securities and
Exchange Commission.
(5) Includes 29,662 shares held by pension trusts of the Company or affiliates
for which Mr. Bartl is a co-trustee and as such exercises shared voting and
investment powers.
(6) Represents less than 1% of the outstanding shares of common stock of the
Company.
(7) Includes options for 1,000 shares currently exercisable by four officers
under the National Presto Industries, Inc. 1988 Stock Option Plan.
The information contained in the foregoing footnotes is for explanatory
purposes only, and the persons named in the foregoing table disclaim beneficial
ownership of shares owned or held in trust for any other person, including
family members, trusts, or other entities with which they may be associated.
Stock ownership information contained in this Proxy Statement was obtained from
the Company's shareholder records, filings with governmental authorities, or
from the named directors and officers.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3, 4 and 5 and any amendments thereto pursuant
to Section 16 of the Securities and Exchange Act of 1934, the Company believes
all such forms were filed on a timely basis by reporting persons during the
fiscal year ended December 31, 2001.
VOTING TRUST AGREEMENT
The first two individual beneficial owners listed in the foregoing table,
and eight other persons comprising extended family members and related trusts,
have entered into a voting trust agreement with respect to the voting of an
aggregate of 1,669,664 shares of common stock of the Company. The voting trust
agreement will terminate on December 4, 2009, unless sooner terminated by the
voting trustee or unanimous written consent of all the parties to the voting
trust agreement, or unless extended by unanimous written consent by all parties
to the agreement. The voting trustee under the agreement is Maryjo Cohen. Under
the agreement, the voting trustee exercises all rights to vote the shares
subject to the voting trust with respect to all matters presented for
shareholder action.
NOMINEES AND DIRECTORS
Two directors are to be elected at the Annual Meeting for a term of three
years. The Articles of Incorporation and the Bylaws of the Company provide for
six directors, divided into three classes of two
3
members each. At each annual meeting, successors of the class whose term of
office expires in that year are elected for a three-year term. The two nominees
who receive the highest number of votes will be elected directors of the Company
for the three-year term commencing at the Annual Meeting. The Board of Directors
propose as nominees Mr. James F. Bartl, Executive Vice President, Secretary and
Resident Counsel of the Company, and Michael J. O'Meara, Chairman of the Board
and Director of Peoples National Bank, Eau Claire, Wisconsin, whose terms expire
at the meeting.
Unless otherwise directed, the proxies solicited by the Board of Directors
will be voted for the election as directors of the nominees named above. The
Company believes that each nominee named above will be able to serve; but should
any nominee be unable to serve as a director, the persons named in the proxies
have advised that they will vote for the election of such substitute nominee as
the Board may propose.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following table provides information as to the directors and
nominees of the Company.
PRINCIPAL OCCUPATION; DIRECTOR'S
BUSINESS EXPERIENCE DIRECTOR TERM TO
DIRECTOR AGE PAST 5 YEARS SINCE EXPIRE
-------- --- --------------------- -------- ------
James F. Bartl* 61 Executive Vice President, 1995 2002
Secretary and Resident
Counsel of the Company
Michael J. O'Meara* 51 Chairman of the Board 1996 2002
and Director, People's National
Bank, Eau Claire, Wisconsin
Melvin S. Cohen 84 Chairman Emeritus 1949 2003
of the Board of the
Company
Maryjo Cohen 49 Chair of the Board, President 1988 2003
and Chief Executive
Officer of the Company(1)
Richard N. Cardozo 66 Professor, Carlson School 1998 2004
of Management, University
of Minnesota
Patrick J. Quinn 52 Chairman and President, 2001 2004
Ayres Associates; prior to
April 28, 2000, Executive
Vice President
-------------------
*Nominee
(1) Ms. Cohen is the daughter of Mr. Cohen.
4
The Company has an Audit Committee but does not have a nominating or
compensation committee. The Audit Committee consists of Messrs. O'Meara,
Cardozo, and Quinn. During 2001, the Audit Committee held two meetings. On May
17, 2000, the Audit Committee Charter was approved by the Board of Directors, a
copy of which was included in the proxy statement for the 2001 Annual Meeting of
Stockholders. During 2001 there were three Board of Directors meetings. Each
Director attended all of the meetings of the Board of Directors and all meetings
of committees on which that director served. Directors of the Company, other
than those who are also executive officers, currently receive $1,000 for each
Board meeting and $275 for each Audit Committee meeting attended. Executive
officers are not compensated for services as Board members.
AUDIT COMMITTEE REPORT
Members of the Audit Committee are independent and the Board of Directors
has determined that no member has a relationship to the company that may
interfere with the exercise of their independence from management of the
Company. The principal function of the Audit Committee is to review the annual
financial statements of the Company prior to their submission to the Board of
Directors. The Audit Committee also has authority to consider such other matters
in relation to the internal and external audit of the Company's accounts and in
relation to its financial affairs as the Committee may determine to be desirable
and related responsibilities as set forth in the Audit Committee Charter.
Committee members have conducted an open and comprehensive dialogue with the
Company's auditors regarding the 2001 year-end audited financial statements and
have reviewed and discussed those statements with management.
The Audit Committee members reviewed and ratified the nature and the extent
of the services to be provided by Grant Thornton LLP, including services
rendered in 2001, the costs and fees for such services, and the effect of such
fee arrangements on the independence of the auditors. The Committee has also
discussed with the auditors matters related to SAS 61 and SAS 90, received
written disclosures from the auditors required by ISB Standard No. 1, and
discussed with the auditors their independence. As a consequence of its
evaluation and review, the Committee has recommended to the full Board that the
audited financial statements be included in the Company's annual report on Form
10-K for the 2001 calendar year based upon the aforementioned review and
discussion.
Submitted by members of the Audit Committee:
Michael J. O'Meara Richard N. Cardozo Patrick J. Quinn
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning annual
compensation paid by the Company to the Company's chief executive officer and
each of the four highest paid executive officers whose salary and bonus exceeded
$100,000 for the fiscal year ended December 31, 2001.
5
SUMMARY COMPENSATION TABLE
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
--------------------------- ---- ------ ----- ---------------
Melvin S. Cohen 2001 $ 107,200 $ 23,525 -0-
Chairman Emeritus of 2000 107,200 23,525 -0-
the Board 1999 107,200 23,525 -0-
Maryjo Cohen 2001 $ 64,000 $ 216,000 $ 3,400
Chair of the Board, President, Chief 2000 64,000 216,000 3,400
Executive Officer and Director 1999 64,000 206,000 3,200
James F. Bartl 2001 $ 44,600 $ 197,400 $ 3,400
Executive Vice President, Secretary, 2000 44,600 190,400 3,400
Resident Counsel and Director 1999 44,600 180,400 3,200
Donald E. Hoeschen 2001 $ 41,370 $ 136,500 $ -0-
Vice President-Sales 2000 41,370 131,500 3,307
1999 41,370 124,000 3,157
Richard F. Anderl 2001 $ 45,000 $ 92,500 $ 2,700
Vice President-Engineering 2000 45,000 90,000 2,600
1999 45,000 85,000 2,500
-----------------
(1) The amounts shown in this column are matching contributions made by the
Company for executive officers participation in its 401(k) Plan.
AGGREGATE OPTION EXERCISE IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------ ------------ ------------------------- -------------------------
Donald E. Hoeschen -0- -0- 250 / 1,250 (1)
(1) The outstanding options at year-end were not "in the money."
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PENSION PLAN
The Company maintains a qualified defined benefit pension plan (the "Plan")
in which executive officers of the Company (other than Mr. Cohen) participate.
Upon retirement, participants may elect one of the Plan's payment options,
including an annuity or lump sum distribution, both of which are based upon
length of service and remuneration. A participant's remuneration covered by the
Plan is his or her average compensation for the highest five consecutive
calendar years of service, or in the case of a participant who has been employed
for less than five full calendar years, the average is based upon the number of
completed years of employment with the Company. It is estimated that the
executive officers listed above (excluding Mr. Cohen, who received a lump sum
pension distribution in 1988) will receive at their normal retirement date (age
65) a maximum annual benefit of $30,000, applicable to participants with 35
years of service and "Plan" remuneration of $83,325.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As described below in the report on executive compensation, members of the
Board of Directors determine the compensation of the executive officers of the
Company. This includes the compensation of those executive officers who also
serve as directors, namely, Melvin S. Cohen, former Chairman of the Board,
Maryjo Cohen, Chair of the Board, President, and Chief Executive Officer, and
James F. Bartl, Executive Vice President, Secretary and Resident Counsel. The
Company's Chief Executive Officer and other executive officers who also serve on
the Board of Directors do not participate in any decisions regarding their own
compensation.
Executive officers of the Company, including Ms. Cohen and Mr. Bartl, also
serve as directors and executive officers of the Company's subsidiaries.
7
BOARD REPORT ON EXECUTIVE COMPENSATION
Decisions on executive compensation are made by the Board of Directors.
There is no separate compensation committee. Salaries and bonus compensation are
reviewed annually at or near the end of the Company's fiscal year.
Historically the Company has maintained salaries at a level that is
considered to be below salaries for executives of comparable companies. This
provides a more conservative approach to base compensation if the Company
experiences significant adverse operating results that the Board of Directors
believes should result in a reduction in total compensation. Salaries
historically have been supplemented by amounts characterized as bonus
compensation, which is paid in cash as described in the above table. The Board
considers, however, salaries and bonuses together to determine if total
compensation, irrespective of how characterized, is reasonably related to the
services provided.
The Company has not relied upon stock incentives as a principal part of its
compensation program for its executives. However, the Company has made available
stock purchase arrangements for executive officers. The last such arrangement
for any of the executive officers named in the foregoing table was in 1997.
The Board believes that the total salary and bonus compensation paid to its
executives is appropriate in relationship to the size and nature of the
Company's business, total compensation of other executives of similar
businesses, the longevity of such officers' service with the Company, the
limited number of senior executives employed by the Company and the results that
have been achieved by its management group (bonuses are not based upon a
percentage or other formula utilizing revenues, income or other financial data
as predicates). No compensation or other consultant has been retained by the
Board to evaluate executive compensation. The Board does consider, however, data
generally made available on executive compensation by such organizations.
The Company has utilized the salary and discretionary bonus approach
described above for more than 25 years and no change in this compensation
approach is currently being considered. Because of their substantial stock
ownership, the interests of Ms. Cohen, the Company's senior officer, and Mr.
Cohen, Chairman Emeritus, are substantially related to the interests of all
stockholders. Mr. Bartl also has material stock interests in relation to his
compensation level. Further, stock-based compensation is not deemed by the Board
to be necessary or appropriate.
8
The basis for the compensation of Ms. Cohen as Chair of the Board,
President and Chief Executive Officer is determined in the same manner as the
compensation for the other executive officers. The Board considered, in
establishing Ms. Cohen's compensation, her demonstrated competence over many
years, the scope of responsibilities assumed and her expertise in a variety of
significant niches within the business. No specific weight was assigned to any
of these factors and, as in the case of other executives, no formula is utilized
for determining bonus compensation.
In 1993, Section 162(m) of the Internal Revenue Code was adopted which,
beginning in 1994, imposes an annual deduction limitation of $1.0 million on the
compensation of certain executive officers of publicly held companies. The Board
of Directors does not believe that the Section 162(m) limitation will materially
affect the Company in the near future based on the level of the compensation of
the executive officers. If the limitation would otherwise apply, the Board of
Directors could defer payment of a portion of the bonus to remain under the $1.0
million annual deduction limitation.
Submitted by the Company's Board of Directors:
Melvin S. Cohen James F. Bartl Richard N. Cardozo
Maryjo Cohen Michael J. O'Meara Patrick J. Quinn
9
PERFORMANCE GRAPH
The performance graph below compares cumulative five-year shareholder
returns on an indexed basis with the Standard and Poor's 500 Composite Index
(the "S&P 500 Index") and a Peer Group comprised of small appliance industry
competitors (the "Peer Group"). The companies comprising the Peer Group are set
forth at the bottom of this page.
FIVE-YEAR TOTAL RETURN COMPARISON OF NATIONAL PRESTO,
S&P 500 INDEX, AND PEER GROUP
[LINE GRAPH]
--------------------------------------------------------------
DECEMBER 31,
--------------------------------------------------------------
1996 1997 1998 1999 2000 2001
----------------------------------------------------------------------------------------------------
National Presto Industries, Inc. 100.0 111.6 126.3 111.0 102.3 98.6
----------------------------------------------------------------------------------------------------
S&P 500 Index 100.0 133.5 172.2 208.5 190.0 167.6
----------------------------------------------------------------------------------------------------
Peer Group 100.0 139.6 110.4 167.6 92.8 103.6
----------------------------------------------------------------------------------------------------
Assumes $100 invested on December 31, 1996, in National Presto Industries, Inc.
common stock, the S&P 500 Index, and the Peer Group. Total return assumes
reinvestment of dividends.
PEER GROUP COMPANIES: National Presto Industries, Inc., Salton, Inc., and
Applica, Inc. Prior to this year, the Peer Group Companies included Sunbeam
Corporation, whose stock is no longer publicly traded.
10
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, Certified Public Accountants, were the independent
accountants for the Company during the year ended December 31, 2001, and have
been selected by the Audit Committee to be independent accountants for the
Company during the fiscal year ending December 31, 2002. The Audit Committee
meets with representatives of Grant Thornton LLP to review their comments and
plans for future audits. It is not anticipated that any representative of such
auditing firm will be present at the Annual Meeting of Stockholders.
AUDIT FEES
During the past fiscal year, the Company incurred fees of $110,000 from
Grant Thornton LLP for the audit of the December 31, 2001 financial statements
and quarterly reviews.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Grant Thornton LLP did not provide any financial information systems design
and implementation services for the Company during the year ended December 31,
2001.
ALL OTHER FEES
The Company incurred fees of $17,000 from Grant Thornton LLP during the
past fiscal year for non-audit services, which included audits of employee
benefit plans, assistance with tax returns, tax consulting, plant closing
matters and assistance with acquisition related issues.
OTHER MATTERS
The cost of preparing, assembling and mailing this proxy statement, the
notice and form of proxy will be borne by the Company. The management has made
no arrangement to solicit proxies for the meeting other than by use of mail,
except that some solicitation may be made by telephone, facsimile, email, or
personal calls by officers or regular employees of the Company. The Company
will, upon request, reimburse brokers and other persons holding shares for the
benefit of others in accordance with the rates approved by the New York Stock
Exchange for their expenses in forwarding proxies and accompanying material and
in obtaining authorization from beneficial owners of the Company's stock to give
proxies.
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. If other matters should come before the meeting, however, it is
the intention of each person named in the proxy to vote such proxy in accordance
with his or her judgement on such matters.
11
NATIONAL PRESTO INDUSTRIES, INC., FORM 10-K ANNUAL REPORT, ON FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED, WITHOUT CHARGE, UPON
WRITTEN REQUEST TO JAMES F. BARTL, SECRETARY, NATIONAL PRESTO INDUSTRIES, INC.,
3925 NORTH HASTINGS WAY, EAU CLAIRE, WISCONSIN 54703. COPIES OF EXHIBITS TO FORM
10-K MAY BE OBTAINED UPON PAYMENT TO THE COMPANY OF THE REASONABLE EXPENSE
INCURRED IN PROVIDING SUCH EXHIBITS.
SHAREHOLDER PROPOSALS
Any proposal intended to be presented for action at the 2003 Annual Meeting
of Stockholders of the Company (the "2003 Annual Meeting") by any stockholder of
the Company must be received by the Secretary of the Company at 3925 North
Hastings Way, Eau Claire, Wisconsin 54703, not later than December 6, 2002, in
order for such proposal to be included in the Company's proxy statement and
proxy relating to the 2003 Annual Meeting. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement and proxy
relating to the 2003 Annual Meeting any stockholder proposal which does not meet
all of the requirements for such inclusion at the time in effect.
Pursuant to Rules 14a-4 and 14a-5(e) of the Securities and Exchange
Commission, as amended, which govern the use by the Company of its discretionary
voting authority with respect to certain shareholder proposals, should the
Company receive notice after February 19, 2003, of any such stockholder proposal
which will be circulated independent of the Company's proxy statement, the
persons named in proxies solicited by the Board of Directors of the Company for
its 2003 Annual Meeting may exercise discretionary voting power with respect to
any such proposal.
BY ORDER OF THE BOARD OF DIRECTORS
James F. Bartl, Secretary
12
NATIONAL PRESTO INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY The undersigned hereby appoints Melvin S. Cohen and Maryjo Cohen,
[ ] Eau Claire, Wisconsin 54705 and each of them jointly and severally as proxies, with the power
Telephone (715) 839-2119 to appoint substitutes, and hereby authorizes them to represent and
to vote as designated below, all the shares of common stock of
-------------------------------- National Presto Industries, Inc., held of record by the undersigned
on March 13, 2002, at the Annual Meeting of Stockholders to be held
on May 21, 2002, and any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" BOTH NOMINEES.
1. ELECTION OF DIRECTORS FOR both nominees listed below WITHHOLD authority to vote
(except as marked to the contrary below) [ ] for both nominees listed below [ ]
James F. Bartl Michael J. O'Meara
(INSTRUCTIONS: To vote against any individual nominee write that nominee's name in the space provided below.)
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2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS 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" BOTH NOMINEES
SPECIFIED IN ITEM 1.
Please sign exactly as name appears below.
When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give 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.
DATED ________________________________________, 2002
________________________________________________________
Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY ________________________________________________________
CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Signature if held jointly