DEF 14C 1 def14c.txt DEF 14C DEFINITIVE COPY OF INFORMATION STATEMENT As filed with Securities and Exchange Commission on December 4, 2001 Registration No. 2-66073 SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 SCHEDULE 14C INFORMATION under Reg. Section 240.14c-101. Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of l934 Check the appropriate box: { } Preliminary Information Statement {X} Definitive Information Statement NRM INVESTMENT COMPANY --------------------------------------------- (Name of Registrant As Specified In Charter) Edward Fackenthal, Assistant Secretary ---------------------------------------------------- (Name of Person(s) Filing the Information Statement) Payment of Filing Fee (Check the appropriate box): No filing fee for this registered investment company is required by reason of the EDGAR amendments and Rule 301 of Regulation S-T. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF NRM INVESTMENT COMPANY December 28, 2001 The annual meeting of the shareholders of NRM Investment Company is to be held at Philadelphia Country Club, Spring Mill Road, Gladwyne, Pennsylvania, on December 28, 2001 at 9:00 a.m. Inquiries about the agenda for the meeting should be addressed to the Company's principal executive offices at Suite 112, Building 1, Rosemont Business Campus, 919 Conestoga Road, Rosemont, Pennsylvania 19010, or telephone 610 525 0904. We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy. This information statement and notice of the annual meeting of the shareholders will be mailed to shareholders of record on December 7, 2001. Security Ownership of Certain Beneficial Owners and Management The following individuals constitute the board of directors of the Company, its officers, as well as its largest shareholders. Table I shows the number of shares the directors own. Table II contains certain biographical information about the directors. Note that in addition to being directors, John H. McCoy is Chairman of the Board, President and Treasurer. Board member Francis J. Rainer is Secretary. George W. Connell is the principal officer of the Company's investment advisor, Rittenhouse Trust Company. Messrs. McCoy, Somers and Rainer have been directors of the Company since its inception as an investment company in 1979. Mr. Connell has been a director since December 1992 and Mr. Fisher has been a director since December 2000. Information for Table I regarding the shares these individuals own was furnished by Promistar Trust Company, Johnstown Pa., the Company's administrator, transfer agent and provider of certain other services. The Company has issued one class of stock. Table I Name and address No. of Shares Percentage of Ownership ---------------- ------------- ----------------------- John H. McCoy 2,817,680 71.0% 1010 Broadmoor Road Bryn Mawr, Pa 19010 Francis J. Rainer 225,000 5.6% 2 Campus Blvd. Newtown Square, Pa., 19073 Joseph V. Somers 235,057 5.9% 1518 Mt. Pleasant Road Villanova, PA 19085 George W. Connell 153,511 3.6% #2 Radnor Corporate Center 100 Matsonford Road Radnor, PA 19087 James Fisher 50,000 1.3% 1210 Rockcreek Road Gladwyn, Pa., 19035 2 Table II Principal Occupation Position During Past Name with Registrant Five Years ---- --------------- ---------- John H. McCoy(1) Director, Presently retired; President former President of Treasurer National Rolling Mills, Inc., a steel rolling plant, since August 1979. Prior thereto, he was President and Director of National Rolling Mills Co. 79 years old. Joseph V. Somers Director Presently retired; former President of Somers Construction Company and Vice President of Industrial Lift Truck Co. 80 years old. Francis J. Rainer Director Former President of Rainer & Company a Professional C.P.A. Corporation. He is also a former Vice-Chairman of the Board of Delaware Valley Savings Bank. 78 years old. George W. Connell(2) President, Director and sole shareholder of Rittenhouse Trust Company, the invest- advisor; Chief Investment Officer of Rittenhouse Financial Securities, a register brokerage dealer. 65 years old. James Fisher Former Vice President of Sales, Steel Division, National Rolling Mills, Inc.; prior thereto, Aluminum Product Manager, Edgecombe Steel. 80 years old. -------- (1) John H. McCoy and George W. Connell are "interested" directors as defined in the Investment Company Act of 1940. Mr. McCoy owns 71% of the outstanding shares of the Company, is its chief executive officer and controls the company. Mr. Connell is the principal of the investment adviser for the Company and owns 3% of the Company's stock. (2) See footnote 1. 3 The Company except for $400 per directors' meeting attended does not compensate the officers and directors. During the fiscal year ending August 31, 2001 there were four quarterly meetings. All of the directors attended at least three of them. The Company has no audit, compensation, or nomination committees. It has no underwriter. The Agenda for the Meeting Announcements to the Shareholders The following are items of information expected to be announced to the shareholders; they will require no action. Annual Report The Company's annual report for the year ending August 31, 2001 was sent to shareholders of record on September 28, 2001; the Board and a representative of the Company's investment advisor will be present in person or by conference telephone to discuss the contents of the report with the shareholders. The report was also contained in the Registration Statement filed with the Securities and Exchange Commission on October 30, 2001. Any shareholder wishing a copy of the annual report may obtain the same without cost by calling counsel for the Company, collect, at (610) 279-3370. Further Employment of Officers, Etc. Management will recommend to the Board, and the Board, if accepted, will announce its resolution to appoint (1) John H. McCoy, Jr. to the positions of president and treasurer; (2) Francis J. Rainer to the position of secretary; (3) Edward Fackenthal to the position of assistant secretary, and (4) current counsel, custodian, transfer agent, and books and records administrator to their respective positions for the ensuing year. Status of Environmental Proceedings Counsel for the Company will report upon the Boarhead Farm environmental cleanup project. Action by the Shareholders Tabulation of Shareholders There are, as of the record date, 3,993,436 outstanding shares of the Company, held in one class by 129 shareholders. Each share is entitled to one vote. At the meeting, the Secretary shall tabulate the number of shareholders present at the meeting in person or by proxy and those attending by telephone conference, add the number of shares they represent, collectively, and shall make a determination whether such shares are sufficient for the transaction of business. There are not expected to be "broker non-votes" or abstentions. Should sufficient shares be thus represented, the Chairman will proceed with the following business: 4 Election of Directors The Chairman of the meeting will entertain nominations for directors for the ensuing year. Nominations by management will be existing board members John H. McCoy, Jr., Joseph V. Somers, Francis J. Rainer, George W. Connell, and James Fischer. The directors will be elected by a simple majority vote; shareholders are not entitled to accumulate their votes. At the close of nominations, there will be an appointment of a judge of election, if requested by the shareholders, the appointment to be a non-candidate appointed by the Chairman. Thereafter there will be a vote by shareholders for directors by ballot or voice vote. Reemployment of Auditors The board has reviewed the performance of Beard Miller Company, LLP, Harrisburg, Pennsylvania, as the Company's auditor for the fiscal year ending August 31, 2001 and will recommend to the shareholders that the firm be re-employed as the auditor for the fiscal year ending August 31, 2002. Reemployment of Advisor From December 9, 1992 through July 15, 1997 Rittenhouse Financial Services, Inc. ("RFS") served as the Company's investment advisor. On September 1, 1997 RFS was acquired by the John Nuveen Company. On October 7, 1997 the Company's Board ratified an amendment to the advisory agreement dated September 3, 1997 assigning the investment advisory account and agreement from RFS to the Rittenhouse Trust Company. The Rittenhouse Trust Company is qualified to act as an investment advisor for the Company under the Investment Advisors Act and the Investment Company Act. The assignment did not result in a change of actual control or management of the investment advisor, in that George W. Connell was the sole shareholder of RFS until acquired and remains the sole shareholder of Rittenhouse Trust Company. Through its own activities and that of its related companies, Rittenhouse Trust Company provides advisory, brokerage and other financial services to individual and institutional clients. The offices of the advisor are at Suite 450, No. 3 Radnor Corporate Center, Radnor, Pa. 19087. Rittenhouse Trust Company has been engaged as an advisor to the Company to render opinions on best price and execution for trades executed in the account. It also opines on the suitability of securities purchases and trading activity to meet the goals and objectives of the Board and shareholders. RTC'S officers have had 20 years of experience in managing or advising clients' fixed income assets as well as a long history of working with the Company. Their experience of trading with a wide variety of Wall Street firms gives the Board a broad view of trading effectiveness. Its research contacts on Wall Street, in addition to its in-house capabilities, give the Board a unique perspective on economics and forecasts of future rate movements. 5 Based upon the foregoing, the Board, has fully satisfied itself with the qualities of RTC. The last submission of the advisory contract to the shareholders was at the 2000 annual meeting taking place on December 19, 2000. The Board again submits the advisory contract to the shareholders. The advisor's principal, George Connell, as explained above, is a current director and seeks nomination to be a director for the next calendar year. The advisor furnishes investment advice to the Board, acting as an investment committee on a non-discretionary basis. The contract is terminable upon notice by the Company, and upon 60 days notice by the advisor. No changes in the contract are expected for the coming year; compensation for the advisor for the past year and for the coming year was, and is expected to be, at the annual rate of $10,000. No funds were paid to an affiliated broker. No Change in Investment Policy The Board will report to the shareholders that although the Company has the authority to invest up to one-half of its funds in securities other than municipal bonds, for the foreseeable future, it intends to stay fully invested in municipal bonds except for short-term cash position. The Company will entertain any other business which is properly presented to the shareholders. Edward Fackenthal Assistant Secretary 6