-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mn8Ka6xF06uoaDl6ktJ3+QylWSExLOuBLRij3yNkHOj9+suY8ThQgXwHM6L9Qm2X lhhMCT/lAgk0wCg5+iA/6Q== 0000950116-04-003568.txt : 20041129 0000950116-04-003568.hdr.sgml : 20041129 20041129143531 ACCESSION NUMBER: 0000950116-04-003568 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041115 FILED AS OF DATE: 20041129 DATE AS OF CHANGE: 20041129 EFFECTIVENESS DATE: 20041129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NRM INVESTMENT CO CENTRAL INDEX KEY: 0000313038 IRS NUMBER: 231922688 STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 811-02955 FILM NUMBER: 041171019 BUSINESS ADDRESS: STREET 1: 919 CONESTOGA RD STREET 2: ROSEMONT BUSINESS CAMPUS STE 112 BLDG 3 CITY: ROSEMONT STATE: PA ZIP: 19010 BUSINESS PHONE: 6105250904 MAIL ADDRESS: STREET 1: 919 CONESTOGA ROAD STREET 2: ROSEMONT BUSINESS CAMPUS STE 112 BLDG 3 CITY: ROSEMONT STATE: PA ZIP: 19010 DEF 14C 1 def14c.txt DEF 14C DEFINITIVE INFORMATION STATEMENT SECURITIES AND EXCHANGE COMMISSION As filed with the Securities and Exchange Commission on November 15, 2004. 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 16, 2004 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 16, 2004 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 209, One Montgomery Plaza, Norristown, Pennsylvania, 19401, 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, 2004. 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 administrators. 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 current investment advisor (proposed to be replaced at the meeting) and Haverford Investment Management, Inc. (proposed to be appointed at the meeting). 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% 280 Abrahams Lane Villanova, PA 19035 Francis J. Rainer 195,000 4.9% 6563 Ridgewood Drive Naples, FL 34108 Joseph V. Somers 235,055 5.9% 1518 Mt. Pleasant Rd. Villanova, PA 19085 George W. Connell 153,511 3.9% #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 corporate parent of the investment advisor for the Company and owns 3.9% of the Company's stock.
Name Position Principal Occupation 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. 82 years old. George W. Connell Director Chairman and Chief Executive Officer of Haverford Trust Company, 68 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. 81 years old.
Joseph V. Somers Director Presently retired; former President of Somers Construction Company and Vice President of Industrial Lift Truck Co. 83 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. 83 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 two of them; four of the five attended at least three. 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, 2004 was sent to shareholders of record on October 1, 2004; 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 30, 2004. 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, and (4) current counsel, custodian, transfer agent, and books and records administrator to their respective positions. 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 later changed its name to Haverford Trust Company; the Haverford Trust Company then in January 2004, organized a wholly owned Pennsylvania subsidiary corporation named Haverford Investment Management, Inc. ("HIM") to perform its advisory services. HIM is qualified to act as an investment advisor for the Company under the Investment Advisors Act and the Investment Company Act. Through its own activities and that of its related companies, HIM will provide 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") had been engaged as an advisor to the Company to render opinions on best price and execution for trades executed in the account. It also opined 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 23 years of experience in managing or advising clients' fixed income assets as well as a long history of working with the Company. Their experience in trading with a wide variety of Wall Street firms gave the Board a broad view of trading effectiveness. Its research contacts on Wall Street, in addition to its in-house capabilities, gave the Board a unique perspective on economics and forecasts of future rate movements. HIM's officers are all officers of HTC who traditionally rendered advisory services to the Company. HIM has adopted and supplied the Company copies of policies and procedures, and a Code of Ethics. The Company through counsel has reviewed them and is satisfied that they comply with law and that the investment philosophy specified in the policies suits the needs of the Company. Attached is a listing of the directors of the advisor. The advisor will furnish investment advice to the Board on a non-discretionary basis. The Board acting for the Company as a committee of the whole makes all final investment decisions. 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. 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 120 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: I 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. II 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, 2004 and will recommend to the shareholders that they re-employ the auditor for the fiscal year ending August 31, 2005. 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 $11,319.85 (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. III 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 65% 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 or derivatives based upon indexes. Heretofore the Company qualified under the Investment Company Act and its own by-laws as a diversified investment company. It will recommend to its shareholders that by reason of concentration of investments with particular issuers that have proved favorable in the past that it no longer seek to qualify as a diversified company but continue with activities on a non-diversified basis. IV Change of Investment Advisor Based upon the information noted above in the announcement to shareholders, the Board will submit to the shareholders a change of investment advisor from Haverford Trust Company to its subsidiary Haverford Investment Management, Inc. V Certification by Access Persons Pursuant to the Ethics rules adopted by the Company, the shareholders/directors who are access persons within the meaning of the Code, the Investment Company Act and the regulations thereunder, certify that they have duly reported investment information to the Company's compliance officer and have otherwise abided by the Code requirements. The Company will entertain any other business that is properly presented to the shareholders. Edward Fackenthal Assistant Secretary The Haverford Investment Management Directors Chairman: George W. Connell Board Members: Joseph J. McLaughlin, Jr. Binney H.C. Wietlisbach Henry B. Smith Three Radnor Corporate Center Suite 450 Radnor, PA 19087 -----END PRIVACY-ENHANCED MESSAGE-----