DEF 14C 1 def14c.txt DEF 14C DEFINITIVE COPY OF INFORMATION STATEMENT SECURITIES AND EXCHANGE COMMISSION As filed with the Securities and Exchange Commission on November 21, 2003. 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 1934 Check appropriate box: ( ) Preliminary Information Statement ( ) Confidential, for Use of the Commission only (as permitted by Rule 14c-5(d)(2)) (X) Definitive Information Statement NRM INVESTMENT COMPANY --------------------------------------------------------- (Name of Registrant as Specified in Charter) Payment of Filing Fee (Check the appropriate box): (X) no fee required ( ) Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF NRM INVESTMENT COMPANY December 18, 2003 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 18, 2003 at 9:00 p.m. Inquiries about the agenda for the meeting should be addressed to the Company's assistant secretary, Edward Fackenthal at Suite 902, One Montgomery Plaza, P.O. Box 751, Norristown, Pennsylvania, 19404, or telephone (610) 279-3370. The principal executive office of NRM Investment Company is Suite 112, Rosemont Business Campus # 1, 919 Conestoga Road, Rosemont, Pennsylvania, 19010. 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 November 26, 2003. 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 information about the directors. These individuals acting as a committee of the whole, together with First National Trust Company, Johnstown, PA serve as the Company's administrator. Note that in addition to being directors, John H. McCoy is Chairman of the Board, President and Treasurer. Board member James Fisher is Secretary. George W. Connell is the principal officer of Haverford Trust Company, the Company's investment advisor. 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. All directors are elected for a one-year term. Officers serve for indefinite terms at the discretion of the directors. The directors hold no other directorships in companies registered under the Securities Act. Information for Table I regarding the shares these individuals own was furnished by First National Trust Company, Johnstown, PA, the Company's custodian, administrator, transfer agent and provider of certain other services. TABLE I
Name and Address No of Shares Percentage of Ownership ------------------------------ ----------------------- John H. McCoy 2,817,679 71.0% 1010 Broadmoor Road Bryn Mawr, PA 19010 Francis J. Rainer 195,000 4.9% 5555 Heron Point Drive Unit 1101 Naples, FL 34108 Joseph V. Somers 235,055 5.9% 1518 Mt. Pleasant Rd. Villanova, PA 19085 George W. Connell 153,511 3.8% #3 Radnor Corporate Ctr. Suite 450 100 Matsonford Road Radnor, PA 19087 James Fisher Tedwyn Apartments Apt. 801 50,000 1.3% 840 Montgomery Avenue Bryn Mawr, PA 19010
TABLE II - A - Interested Directors 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 advisor for the Company and owns 3.9% of the Company's stock.
Position Principal Occupation Name with Registrant During Past Five Years ----------------------------------- ------------------------------ -------------------------------- John H. McCoy (1) Director, President Former President of National Treasurer (1) Rolling Mills, Inc., a steel rolling plant; retired since 1984. Prior thereto, he was President and Director of National Rolling Mills Co. 81 years old. George W. Connell Director Chairman and Chief Executive Officer of Haverford Trust Company, 67 years old.
(1) Served as President since the inception of the Company; as Treasurer since January 2001.
Table II - Directors Who are not defined as "Interested Directors" 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. 80 years old. Joseph V. Somers Director Presently retired; former President of Somers Construction Company and Vice President of Industrial Lift Truck Co. 82 years old. James Fisher Director, Secretary (2) Former Vice President of Sales, Steel Division, National Rolling Mills, Inc.; prior thereto, Aluminum Product Manager, Edgecombe Steel. 82 years old.
(2) Served as Secretary since March 2002 The company except for $400.00 per directors' meeting attended does not compensate the officers and directors. During the fiscal year ending August 31, 2003 there were four quarterly meetings. All of the directors attended at least three of them. The Company has no audit, compensation, or nominating committees and 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, 2003 was sent to shareholders of record on October 3, 2003; the Board and a representative of the Company's investment advisor will be present in person 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 31, 2003. Any shareholder wishing a copy of the annual report may obtain the same without cost by calling Edward Fackenthal, counsel for the Company, collect, at (610) 279-3370. Further Employment of Officers and Other Service Providers Management will recommend to the Board, and the Board, if accepted, will announce its resolution to reappoint (1) John H. McCoy, Jr. to the positions of president and treasurer; (2) James Fisher to the position of secretary; (3) Edward Fackenthal to the position of assistant secretary, (4) current counsel, custodian, transfer agent, and books and records administrator to their respective positions; and (5) based upon the facts and circumstances set forth immediately hereafter, the Haverford Trust Company as the Company's Investment Adviser, all for the ensuing calendar year. The Investment Adviser From December 9, 1992 through July 15, 1997 Rittenhouse Financial Services, Inc. ("RFS") served as the Company's investment advisor. On September 1, 1997 the John Nuveen Company acquired RFS. 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 (now by change of name to Haverford 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 Haverford Trust Company. Through its own activities and that of its related companies, Haverford 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. Haverford Trust Company ("HTC") 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 security purchases and trading activity to meet the goals and objectives of the Board and shareholders. HTC's officers have had 22 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. Attached is a listing of the directors of the advisor. 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. Based upon the foregoing, the Board, has fully satisfied itself with the qualifications of HTC. The last submission of the advisory contract to the shareholders was at the 2002 annual meeting taking place on January 17, 2003. 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, 3,963,035 outstanding shares of the Company, held in one class by 122 shareholders. Each share is entitled to one vote. At the meeting, the Secretary shall tabulate the number of shareholders present in person or by proxy, 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: 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 Fisher. 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 elections, 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. Employment of Auditors and Audit Fees 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, 2003 and will recommend to the shareholders that they re-employ the auditor for the fiscal year ending August 31, 2004. No representative of the auditor's firm is expected to be present at the meeting. For the audit of the Company's annual financial statements for the most recent fiscal year the auditor billed $10,256.34 (fee and costs). The firm provides only audit services and provides no services to the investment advisor. Based thereon, the directors are satisfied that the auditor will be able to maintain its required independence. 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 invest approximately 80% of its assets in municipal bonds and the remainder in mutual funds, normal short-term cash positions, common or preferred shares or other instruments of United States companies, or in taxable notes and bonds or convertible instruments. The Company will entertain any other business that is properly presented to the shareholders. Edward Fackenthal Assistant Secretary The Haverford Trust Company Directors Mr. Roland C. Baker President First Penn-Pacific Life Insurance Company 5342 South Shore Drive Chicago, IL 60673-2268 Mr. Edward Boehne Former President of the Federal Reserve Bank of Pennsylvania 313 Devon State Road Devon, PA 19333 Mr. John W. Boyer Retired Chairman and CEO, Philadelphia Suburban Corp. 152 Lakeside Lane Media, PA 19063 Mr. Donald R. Caldwell Founder and Senior Managing Director Cross Atlantic Capital Partners, Inc. 5 Radnor Corporate Center Suite 555 Radnor, PA 19087 Ms. Virginia B. Clark Director, External Affairs Smithsonian Institution 1000 Jefferson Drive Suite 105 Washington, DC 20560 George W. Connell Chairman and Chief Executive Officer The Haverford Trust Company 3 Radnor Corporate Center Suite 450 Radnor, PA 19087 Mr. John Garner Retired, Former Vice President, Trust & Estates The Haverford Trust Company 54 Pasture Lane Bryn Mawr, PA 19010 Nelson G. Harris, Esquire Retired Chairman and CEO Tasty Baking Company 4130 Presidential Drive Lafayette Hill, PA 19444 Mr. Charles J. Ingersoll Executive Vice President Director of Banking and Trust Services The Haverford Trust Company 3 Radnor Corporate Center Suite 450 Radnor, PA 19087 Mr. Paul M. Ingersoll 638 Morris Avenue Bryn Mawr, PA 19010 Mr. Edward W. Leisenring Consultant 2575 White Horse Road Berwyn, PA 19312 Mr. Leonard H. McCandless, CFA Vice President, Nuveen/Rittenhouse Financial Services Riddle Village Arlington 212 Media, PA 19063 Joseph J. McLaughlin, Jr. President and Chief Operating Officer The Haverford Trust Company 3 Radnor Corporate Center Suite 450 Radnor, PA 19087 Mr. William B. McNamara President, Haverford Hotel Partners, Inc. 937 E. Haverford Road Suite 201 Bryn Mawr, PA 19010-3819 Alan L. Reed, Esquire Philadelphia Managing Partner Morgan, Lewis & Bockius 1701 Market Street Philadelphia, PA 19103-2921 David M. Robinson Director of Marketing The Haverford Trust Company 3 Radnor Corporate Center Suite 450 Radnor, PA 19087 Bruce A. Rosenfield, Esquire Partner Schnader Harrison Segal & Lewis, LLP Suite 3600 1600 Market Street Philadelphia, PA 19103-7286 Mr. Robert I. Smith Retired President & CEO, The Glenmede Trust Company, Pew Charitable Trusts 422 Upper Hollow Hill Road Stowe, VT 05672 Mr. Paul E. Spears President, Hanover Shoe Farms, Inc. 106 Oak Street Hanover, PA 17331 Binney H. C. Wietlisbach Vice President The Haverford Trust Company 3 Radnor Corporate Center Suite 450 Radnor, PA 19087