SEC Info - Iic Industries Inc - DEF 14A

SEC Info

Home

My Interests

Help

Please Sign In

Iic Industries Inc · DEF 14A · For 12/10/01

Filed On 11/30/01 · SEC File 0-27860 · Accession Number 950136-1-501963

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/30/01  Iic Industries Inc                DEF 14A    12/10/01    1:13                                     Capital Printing...01/FA

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy                                      13     67K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Transactions
1	1st Page
9	Certain Transactions

DEF 14A 1st Page of 13 TOC Top Previous Next Bottom Just 1st
Sponsored Ads...

IIC INDUSTRIES INC.
171 MADISON AVENUE, SUITE 200
NEW YORK, NEW YORK 10016

----------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

---------------------------

DECEMBER 10, 2001

---------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of stockholders of IIC
INDUSTRIES INC. (the "Company") will be held on Monday, December 10, 2001 at
3:00 P.M., London time (10:00 A.M., New York time), at the New York Video
Conference Center, 39 West 37th Street, 6th Floor, New York, New York 10018,
for the following purposes:

Proposal (1) to elect five directors, to serve until the next Annual
Meeting and until their respective successors shall have
been duly chosen and qualified;

Proposal (2) to ratify the selection of KPMG Hungaria Kft. as
independent public accountants of the Company for the year
ending December 31, 2001; and

Proposal (3) to transact such other business as may properly come before
the meeting and any adjournment or adjournments thereof.

Only the holders of record of Common Stock of the Company at the close of
business on November 5, 2001, the record date fixed by the Board of Directors,
are entitled to notice of, and to vote at such Annual Meeting, or any
adjournment thereof.

A copy of the Annual Report of the Company for the fiscal year ended
December 31, 2000 is being mailed with the attached proxy statement.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED
TO FILL IN, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY.

By Order of the Board of Directors

Fortunee F. Cohen
Secretary

New York, New York
November 30, 2001

DEF 14A 2nd Page of 13 TOC 1st Previous Next Bottom Just 2nd

IIC INDUSTRIES INC.
171 MADISON AVENUE, SUITE 200
NEW YORK, NEW YORK 10016

---------------------

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 10, 2001

---------------------

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy are being furnished in
connection with the solicitation by the Board of Directors of IIC INDUSTRIES
INC. (the "Company") of proxies for use in voting at the Annual Meeting of
Stockholders of the Company to be held on Monday, December 10, 2001 at 3:00
P.M., London time (10:00 A.M., New York time), at the New York Video Conference
Center, 39 West 37th Street, 6th Floor, New York, New York 10018, and at any
adjournment or adjournments thereof. Any proxy given pursuant to this
solicitation may be revoked at any time prior to the voting thereof. Unless
instructions to the contrary are received, proxies will be voted in favor of
the proposals referred to herein. A proxy executed in the form enclosed may be
revoked by the person signing the same by giving written notice of the
revocation to the Secretary of the Company at any time before the authority
granted thereby is exercised.

WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS
OF THE NUMBER OF SHARES YOU OWN. SHARES CAN BE VOTED AT THE ANNUAL MEETING ONLY
IF THE HOLDER IS REPRESENTED BY PROXY OR IS PRESENT.

VOTING RIGHTS

All voting rights are vested exclusively in the holders of the Common
Stock of the Company. Only stockholders of record at the close of business on
November 5, 2001 will be entitled to receive notice of and to vote at the
meeting. Each holder of Common Stock as of November 5, 2001 is entitled to one
vote for each share held. As of November 5, 2001 the Company had outstanding a
total of 5,693,472 shares of such stock.

The holders of a majority of the issued and outstanding Common Stock, present
in person or by proxy, will constitute a quorum for the transaction of business
at the Annual Meeting or any adjournment thereof. Abstentions are counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. Abstentions are not counted as votes cast on the proposed
election of directors, but will have the same legal effect as a vote against
the ratification of the appointment of independent auditors. Broker non-votes
are not counted as votes cast on any matter to which they relate.

---------------------

CP Holdings, the majority stockholder of the Company, is presently engaged
in a tender offer/going-private transaction to purchase all of the shares of
common stock of the Company not presently owned by CP Holdings, for $10.50 net
per share. The tender offer expires on December 17, 2001.

---------------------

DEF 14A 3rd Page of 13 TOC 1st Previous Next Bottom Just 3rd

PROPOSAL (1) -- ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of five members.
There is one vacancy on the Board due to the resignation of Mr. Wilfred Wyler
earlier this year. Proxies cannot be voted for a greater number of persons than
the number of nominees named. At the forthcoming Annual Meeting, five persons
have been nominated by the Board of Directors for election to hold office until
the next Annual Meeting and until their successors are elected and have been
qualified.

Unless authority to do so is withheld, it is intended that the proxies
solicited by the Board of Directors will be voted for the nominees named below
for the five directors to be elected by the stockholders at the Annual Meeting
to serve until the next Annual Meeting and until their respective successors
shall have been duly chosen and qualified. If events not now known or
anticipated make any of the nominees unwilling or unable to serve, the proxies
will be voted (in the discretion of the holders of such proxies) for other
nominees not named herein in lieu of those unwilling or unable to serve. The
Board of Directors is not aware of any circumstances likely to cause any
nominee to become unavailable for election. The election of directors requires
a plurality vote of those shares of Common Stock represented at the meeting.
The nominees are:

Sir Bernard Schreier, 83, has been the Chairman of the Board and a
Director of the Company since August 6, 1989, and has been President of the
Company since October 25, 1989. Sir Bernard serves as Chairman of the Board of
CP Holdings Limited ("CP Holdings"), which through a wholly-owned subsidiary,
is the majority stockholder of the Company. Sir Bernard also serves as Deputy
Chairman of Bank Leumi (UK) PLC and is currently a director of Bank Leumi
(Switzerland).

Robert M. Levy, 47, was elected as a Director of the Company on November
14, 2000. Mr. Levy has been an Executive Director of CP Holdings since May 1,
1998. Prior to that, Mr. Levy was with Bank Leumi (UK), PLC.

Robert Glatter, 64, was appointed a Director of the Company on August 1,
2000. Since June 1967, Mr. Glatter has been self-employed as a financial
consultant. Mr. Glatter has been a Non-Executive Director of CP Holdings since
May 1, 1998. Prior to that, Mr. Glatter was a partner of Blick Rothenberg,
Chartered Accountants. Mr. Glatter currently serves as a director of Bank Leumi
(UK), PLC.

John E. Smith, 52, was appointed a Director of the Company on October 25,
1998. Mr. Smith has been Chief Financial Officer and Assistant Secretary of the
Company since November 2000. Mr. Smith has been an Executive Director of CP
Holdings since January 1, 1992.

Alfred L. Simon, 61, has been a Director of the Company since September 4,
1990. Since June 1988, Mr. Simon has been a Managing Associate of American
Capital Group. From 1985 to 1987, Mr. Simon was Vice President of Corporate
Finance at Gruntal & Co., Incorporated.

MEETINGS AND COMMITTEE OF THE BOARD OF DIRECTORS

The Board of Directors of the Company held one (1) meeting during the
fiscal year ended December 31, 2000, and the Audit Committee also held one (1)
meeting during such fiscal year. Each current director attended the meeting of
the Board of Directors and of the committee of which he was a member during
such year. The Company has no standing nominating or compensation committee of
the Board of Directors.

The members of the Audit Committee are Robert Glatter and Alfred Simon.
Wilfred Wyler had been appointed to the Audit Committee, but subsequently
resigned. The Audit Committee recommends to the Board of Directors the
engagement of the independent auditors, and has the authority to review with
the auditors and with the Company's management all matters relating to the
annual audit of the Company.

AUDIT COMMITTEE REPORT

The Audit Committee reports as follows with respect to the audit of the
Company's 2000 audited financial statements.

DEF 14A 4th Page of 13 TOC 1st Previous Next Bottom Just 4th

o The Committee has reviewed and discussed the Company's 2000 audited
financial statements with the Company's management;

o The Committee has discussed with the independent auditors (KPMG Hungaria
Kft) the matters required to be discussed by SAS 61 which includes, among
other items, matters related to the conduct of the audit of the Company's
financial statements;

o The Committee has received written disclosures and the letter from the
independent auditors required by ISB Standard No. 1 (which relates to the
auditors' independence from the Company and its related entities) and has
discussed with the auditors the auditors' independence from the Company;
and

o Based on review and discussions of the Company's 2000 audited financial
statements with management and discussions with the independent auditors,
the Audit Committee recommended to the Board of Directors that the
Company's 2000 audited financial statements be included in the Company's
Annual Report on Form 10-K.

The Audit Committee:
Robert Glatter
Alfred Simon

AUDIT COMMITTEE CHARTER

The Audit Committee has adopted its written Charter and the Charter is
expected to be adopted by the Board of Directors at its next meeting.

INDEPENDENCE OF AUDIT COMMITTEE MEMBERS

Alfred Simon, who is a member of the Audit Committee, is independent as
defined by the applicable Nasdaq standards. Wilfred Wyler, a former independent
member of the Audit Committee, resigned as a director of the Company as of June
1, 2001. Due to the resignation of Mr. Wyler, the Company has only one
independent director on the Audit Committee. The Company is currently searching
for another independent director to replace Mr. Wyler.

DEF 14A 5th Page of 13 TOC 1st Previous Next Bottom Just 5th

PROPOSAL (2) -- RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

KPMG Hungaria Kft. ("KPMG"), certified public accountants, audited the
Company's consolidated financial statements for the fiscal year ended December
31, 2000. Unless instructed to the contrary, the persons named in the enclosed
proxy intend to vote the same in favor of the ratification of the selection of
KPMG as independent public accountants to the Company to audit the Company's
consolidated financial statements for the fiscal year ending December 31, 2001,
to serve until the next Annual Meeting of Stockholders, unless such employment
shall be earlier terminated. That firm has reported to the Company that it is
independent within the meaning of the Exchange Act and Rule 2.01 of Regulation
S-X, and that none of its members has any direct financial interest or material
indirect financial interest in the Company or any of its subsidiaries, nor has
any member of such firm had any such connection during the past three years
with the Company or any of its subsidiaries, in the capacity of promoter,
underwriter, voting trustee, director, officer or employee. The ratification
requires a majority vote of those shares of Common Stock represented at the
Annual Meeting. Representatives of KPMG are expected to be available to the
meeting and will have the opportunity to make a statement if they desire to do
so and are expected to be able to respond to appropriate questions.

The aggregate fees billed for professional services by KPMG for the fiscal
year ended December 31, 2000 were as follows:

Audit Fees: KPMG's fees in connection with its quarterly reviews and year
end audits for the fiscal year ended December 31, 2000 were $86,250.

Financial Information Systems Design and Implementation Fees: There were
no fees incurred for Financial Information Systems Design and Implementation
for the fiscal year ended December 31, 2000.

All Other Fees: KPMG's fees for all other services provided in the fiscal
year ended December 31, 2000 were $26,000, which were primarily for tax
services.

The Audit Committee has considered whether the provision of non-audit
services by KPMG is compatible with maintaining auditor independence. The Audit
Committee resolved that the provision of such services has not impaired the
independence of KPMG.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL 2.
THE AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE SHARES OF THE COMPANY'S
COMMON STOCK REPRESENTED AT THE ANNUAL MEETING IS REQUIRED FOR APPROVAL OF THIS
PROPOSAL.

---------------------

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

The following table sets forth certain information, as of November 20,
2001, concerning the ownership of the Common Stock by (a) each of the Company's
current directors and nominees, (b) all current directors, officers and
significant employees of the Company as a group, and (c) each person who, to
the best of the Company's knowledge, beneficially owned on that date more than
5% of the outstanding Common Stock. Except as otherwise indicated, the
stockholders listed in the table have the sole voting and investment power with
respect to the shares indicated.

DEF 14A 6th Page of 13 TOC 1st Previous Next Bottom Just 6th

[Enlarge/Download Table]

SHARES OF
COMMON STOCK PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------------------------------------------------------------------------------

Kenyon Phillips Limited 4,484,387 78.8%
c/o CP Holdings Limited
Otterspool Way
Watford
Hertfordshire WD25 8JP England
------------------------------------------------------------------------------------------
CP Holdings Limited 4,484,387(1) 78.8%
Otterspool Way
Watford
Hertfordshire WD25 8JP England
------------------------------------------------------------------------------------------
Sir Bernard Schreier 4,484,387(2) 78.8%
Heriots
Stanmore Common
Middlesex HA7 3HG England
------------------------------------------------------------------------------------------
Robert M. Levy(3) -0- --
50/1, Belsize Square
London, NW3 4HN England
------------------------------------------------------------------------------------------
John Smith(3) -0- --
10 Bearswood End
Beaconsfield, Bucks HP9 2NR England
------------------------------------------------------------------------------------------
Robert Glatter(3) -0- --
41 Downage
London, NW4 1AS England
------------------------------------------------------------------------------------------
Alfred L. Simon -0- --
334 West 87th Street, #6A
New York, New York 10024
------------------------------------------------------------------------------------------
The Estate of Gideon Schreier(4) 68,000 1.2%
Kensworth House
The Lynch, Nr. Kensworth
S Beds LU6 3QZ England
------------------------------------------------------------------------------------------
Fortunee F. Cohen 96(5) *
1967 East 1st Street
Brooklyn, New York 11223
------------------------------------------------------------------------------------------
Jozsef Ferenc Polgar -0- --
1133 Budapest
Ipoly UTCA 5/F
Hungary
------------------------------------------------------------------------------------------
Zvi Borowitsh -0- --
8 Hamanor Street
P.O.B. 214 Holon
58101 Israel
------------------------------------------------------------------------------------------
All directors and executive officers and significant 4,484,483(6) 78.8%
employees as a group (8 persons)
------------------------------------------------------------------------------------------

----------
* Represents beneficial ownership of less than 1% of the Common Stock of
the Company.

(1) Represents 4,484,387 shares of Common Stock beneficially owned by CP
Holdings through its wholly-owned subsidiary Kenyon Phillips Ltd.
("Kenyon"), but excludes shares that have been tendered pursuant to the
tender offer. See "Certain Transactions."

DEF 14A 7th Page of 13 TOC 1st Previous Next Bottom Just 7th

(2) Represents 4,484,387 shares of Common Stock beneficially owned by CP
Holdings through Kenyon. Sir Bernard Schreier is Chairman of CP Holdings,
and Chairman and President of the Company. Sir Bernard owns 5% of CP
Holdings' voting securities. Sir Bernard also serves as trustee for (i) a
trust for the benefit of his late son's family, which owns 30% of CP
Holdings' voting securities, (ii) a trust for the benefit of his
daughter, which owns 25% of CP Holdings' voting securities, and (iii) a
trust for the benefit of his daughter's children, which owns 5% of CP
Holdings' voting securities. In addition, Sir Bernard's daughter owns 25%
of CP Holdings' voting securities.

(3) Mr. Levy is an executive director of CP Holdings and a director of the
Company. Mr. Smith is an executive director of CP Holdings and Chief
Financial Officer, Assistant Secretary and a director of the Company. Mr.
Glatter is a non-executive director of CP Holdings and a director of the
Company.

(4) The Estate of Gideon Schreier owns 10% of CP Holdings' voting securities.
Sir Bernard is not an affiliate of the Estate.

(5) Represents 96 shares of Common Stock beneficially owned by Fortunee F.
Cohen, as custodian for Joyce Cohen and Elliott Cohen, who each own 48
shares of Common Stock. Ms. Cohen is the Company's Secretary.

(6) Represents 4,484,387 shares of Common Stock beneficially owned by CP
Holdings through Kenyon and 96 shares of Common Stock beneficially owned
by Fortunee F. Cohen, the Company's Secretary.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires
officers and directors of the Company and persons who own more than 10% of the
Common Stock, to file initial statements of beneficial ownership (Form 3), and
statements of changes in beneficial ownership (Forms 4 or 5), of Common Stock
with the Securities and Exchange Commission (the "SEC"). Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all such forms they file.

To the Company's knowledge, based solely on its review of the copies of
such forms received by it, or written representations from certain reporting
persons that no additional forms were required for those persons, during 2000
all filing requirements applicable to its officers, directors, and greater than
10% beneficial owners were complied with.

DEF 14A 8th Page of 13 TOC 1st Previous Next Bottom Just 8th

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information, as of October 31, 2001,
relating to each director, executive officer and significant employee of the
Company.

[Enlarge/Download Table]

NAME AGE POSITION WITH THE COMPANY
-------------------------- ----- ----------------------------------------------------------

Sir Bernard Schreier 83 Chairman of the Board, President and Director
Fortunee F. Cohen 74 Secretary
Robert M. Levy 47 Director
Robert Glatter(1) 64 Director
John E. Smith 52 Director, Chief Financial Officer and Assistant Secretary
Alfred L. Simon(1) 61 Director
Jozsef Ferenc Polgar 58 Chief Executive Officer of Investor
Zvi Borowitsh 63 Managing Director of Israel Tractor

----------
(1) Member of Audit Committee

Sir Bernard Schreier has been the Chairman of the Board and a Director of
the Company since August 6, 1989, and has been President of the Company since
October 25, 1989. Sir Bernard serves as Chairman of the Board of CP Holdings,
which through a wholly-owned subsidiary, is the majority stockholder of the
Company. Sir Bernard also serves as Deputy Chairman of Bank Leumi (UK) PLC and
is currently a director of Bank Leumi (Switzerland).

Fortunee F. Cohen has served as Secretary of the Company since October 25,
1989. Prior to her appointment as Secretary, Ms. Cohen was the Director of
Shareholder Relations of the Company.

Robert M. Levy was elected as a Director of the Company on November 14,
2000. Mr. Levy has been an Executive Director of CP Holdings since May 1, 1998.
Prior to that, Mr. Levy was with Bank Leumi (UK), PLC.

Robert Glatter was appointed a Director of the Company on August 1, 2000.
Since June 1967, Mr. Glatter has been self-employed as a financial consultant.
Mr. Glatter has been a Non-Executive Director of CP Holdings since May 1, 1998.
Prior to that, Mr. Glatter was a partner of Blick Rothenberg, Chartered
Accountants. Mr. Glatter currently serves as a director of Bank Leumi (UK),
PLC.

John E. Smith was appointed a Director of the Company on October 25, 1998.
Mr. Smith has been Chief Financial Officer and Assistant Secretary of the
Company since November 2000. Mr. Smith has been an Executive Director of CP
Holdings since January 1, 1992.

Alfred L. Simon has been a Director of the Company since September 4,
1990. Since June 1988, Mr. Simon has been a Managing Associate of American
Capital Group. From 1985 to 1987, Mr. Simon was Vice President of Corporate
Finance at Gruntal & Co., Incorporated.

The following executive officers of the Company's subsidiaries perform
significant policy making functions for the Company:

Jozsef Ferenc Polgar is the Chief Executive Officer of Investor and
Chairman of the Board of Interag. On March 31, 1994, Mr. Polgar was appointed a
Director of Agrimpex and subsequently elected by the Board as Chairman of
Agrimpex. Prior to his positions with Investor and its subsidiaries, Mr. Polgar
was the General Manager of trade development and finance at the Hungarian
Ministry of Trade (1975-1988) and head of the business department of Prometheus
company (1970-1975).

Zvi Borowitsh has been the Managing Director of Israel Tractors since July
1989 and the Deputy Chairman of Zoko Ltd. since April 2001. Mr. Borowitsh is
also the Chairman of Israel Quarrying & Mining Associations and an Assistant
Professor of Earthmoving Technology and Management at Haifa Technion.

All Directors of the Company are elected by the shareholders for a
one-year term and hold office until the next annual meeting of shareholders of
the Company or until their successors are elected and qualify. Executive
officers are appointed by the Company's Board of Directors for a one-year term
and hold office until their successors are chosen and qualify, subject to
earlier removal by the Board of Directors. There are no family relationships
among the Company's Directors and Executive Officers.

DEF 14A 9th Page of 13 TOC 1st Previous Next Bottom Just 9th

EXECUTIVE COMPENSATION

No executive officer of the Company received any compensation in 2000.

The Company has not granted restricted stock or options to purchase Common
Stock to its officers or employees.

CERTAIN TRANSACTIONS

Pursuant to an agreement with CP Holdings, the Company pays CP Holdings
$4,000 per month in reimbursement of amounts paid by CP Holdings to certain
officers of the Company for time spent working for the Company. In addition,
the Company's subsidiaries paid CP Holdings an aggregate of $828,000 in
management fees for management services in 2000.

During 2000, 1999 and 1998, Israel Tractor, Ltd., a subsidiary of the
Company, purchased machinery and equipment, which at the request of the
supplier, was channeled through CP Holdings. For the rendering of this service,
CP Holdings received a fee of 2% of the purchases, or approximately $306,000,
$279,000 and $287,000 during 2000, 1999 and 1998, respectively. The fee was
used to cover administrative, financing and dealings with the supplier.

During 2000, Israel Tractor advanced $3.3 million to CP Holdings, for a
period of up to one year, with an option to renew the loan after giving 30 days
prior notice. The loan is linked to the higher of the exchange rate of the U.S.
dollar or the increase in the Consumer Price Index, and bears linked interest,
which is charged quarterly, at the annual rate of 4%, based on the linkage
terms of the principal of the loan. Because of the intention to renew the loan,
the loan has been presented as a long term asset in the financial statements.
As of September 30, 2001, the outstanding balance of the loan was $1.5 million.

On October 15, 2001, CP Holdings commenced a tender offer to purchase the
approximately 20% of common stock in the Company, for which it did not already
own, at a price of $10.50 per share. The tender offer was subsequently amended
on November 13, 2001. The tender offer expires on December 17, 2001.

DEF 14A 10th Page of 13 TOC 1st Previous Next Bottom Just 10th

PERFORMANCE GRAPH

Set forth below is a line graph comparing the cumulative total stockholder
return of the Company's Common Stock, based on the market price of Common Stock
and assuming reinvestment of dividends, with the cumulative total return of
companies on the NASDAQ Market Index. Because of the unique situation of the
Company in recent years, in that it was a closed-end investment company holding
substantial amounts of cash equivalents pending approval of its application for
deregistration from the Investment Company Act (which was approved in October
1992), as well as its current diverse business in foreign jurisdictions, the
Company has been unable to identify a peer group consisting of companies in a
similar line of business, and instead has provided a comparison with a "peer
group" of conglomerates.

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG IIC INDUSTRIES, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INTEREST

[GRAPHIC OMITTED]

[Enlarge/Download Table]

FISCAL YEAR ENDING

COMPANY/INDEX/MARKET 12/29/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/29/2000
IIC INDUSTRIES 100.00 88.96 103.68 88.34 96.93 113.50
COMGLOMERATES 100.00 129.89 173.16 226.32 316.65 316.82
NASDAQ MARKET INDEX 100.00 124.27 152.00 214.39 378.12 237.66

ASSUMES $100 INVESTED ON JAN. 1, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2000

DEF 14A 11th Page of 13 TOC 1st Previous Next Bottom Just 11th

OTHER MATTERS

Management does not intend to present to the meeting any matters other
than the matters referred to herein, and as of this date Management does not
know of anything that will be presented by other parties. However, if any other
matter shall properly come before the meeting, it is the intention of the
persons named in the attached proxy to vote thereon in accordance with their
best judgment on such matters.

2002 STOCKHOLDER PROPOSALS

Proposals of security holders intended to be presented at the 2002 Annual
Meeting of Stockholders in accordance with Rule 14a-8 under the Exchange Act
must be received by the Company, at its principal executive offices, for
inclusion in the Company's proxy statement for that meeting, no later than
August 2, 2002. The Company's Board of Directors will review any stockholder
proposals that are filed as required and will determine whether such proposals
meet applicable criteria for inclusion in its 2002 Proxy Statement.

SOLICITATION OF PROXIES

The expense of this solicitation, expected to be nominal, will be borne by
the Company. Solicitation will be made only by the use of the mails, except
that, if necessary, officers, directors and regular employees of the Company
may make solicitations of proxies by telephone or telecopier. The Company may
also request brokers and other custodians, nominees and fiduciaries to forward
proxy soliciting material to the beneficial owners of shares held of record by
such persons, and the Company may reimburse them for their expenses in so
doing. This Proxy Statement and the accompanying Proxy are first being sent to
the Company's stockholders commencing on or about November 30, 2001.

ADDITIONAL INFORMATION

Investors who wish to participate in the meeting may go to the New York
Video Conference Center at 39 West 37th Street, 6th Floor, New York, New York
10018, at which there will be an open video conference call during the Annual
Meeting, or to the offices of CP Holdings, CP House, Otterspool Way,
Watford-By-Pass, Watford, WD25 8JP, United Kingdom.

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2000, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS
AVAILABLE ON REQUEST BY WRITING TO THE SECRETARY OF THE COMPANY, IIC INDUSTRIES
INC., 171 MADISON AVENUE, SUITE 200, NEW YORK, NEW YORK 10016.

Fortunee F. Cohen
Secretary

New York, New York
November 30, 2001

DEF 14A 12th Page of 13 TOC 1st Previous Next Bottom Just 12th

IIC INDUSTRIES INC.
THIS PROXY IS SOLICITED FROM HOLDERS OF COMMON STOCK
ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned common stockholder of IIC INDUSTRIES, INC. (the "Company") does
hereby appoint SIR BERNARD SCHREIER and JOHN E. SMITH, and each of them, with
full power of substitution and revocation, to vote all of the shares of common
stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held on December 10, 2001, and at
any adjournment thereof, upon:

1. ELECTION OF DIRECTORS:

[Download Table]

FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY [ ]
(EXCEPT AS MARKED TO BE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED BELOW

Sir Bernard Schreier, Robert M. Levy, John E. Smith, Robert Glatter and Alfred
L. Simon.

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
OUT THAT NOMINEE'S NAME IN THE LIST PROVIDED ABOVE)
--------------------------------------------------------------------------------
2. RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO OTHER DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED HEREIN AND FOR PROPOSAL 2, AND THE PROXIES WILL
VOTE AT THEIR DISCRETION UPON ANY OTHER MATTER WHICH MAY COME BEFORE THE
MEETING.

(PLEASE SIGN ON REVERSE SIDE)

(OVER)

DEF 14A Last Page of 13 TOC 1st Previous Next Bottom Just 13th

The undersigned hereby acknowledges receipt of a copy of the accompanying
Notice of Annual Meeting of Stockholders and Proxy Statement, and hereby
revokes any proxy or proxies heretofore given.

DATED: , 2001

-------------------------------
SIGNATURE:

(Please sign exactly as your
name appears above. If share is
owned in joint names, each
joint owner must sign. If
signing as executor,
administrator, trustee,
attorney or guardian, or as an
officer of a corporation or
general partner of a
partnership, please also give
your full title.)

PLEASE COMPLETE, SIGN AND DATE
THIS PROXY AND PROMPTLY RETURN
IT IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS NECESSARY IF MAILED
IN THE UNITED STATES.

DEF 14A	1st Page of 13	TOC	Top	Previous	Next	Bottom	Just 1st

DEF 14A	2nd Page of 13	TOC	1st	Previous	Next	Bottom	Just 2nd

DEF 14A	3rd Page of 13	TOC	1st	Previous	Next	Bottom	Just 3rd

DEF 14A	4th Page of 13	TOC	1st	Previous	Next	Bottom	Just 4th

DEF 14A	5th Page of 13	TOC	1st	Previous	Next	Bottom	Just 5th

DEF 14A	6th Page of 13	TOC	1st	Previous	Next	Bottom	Just 6th

DEF 14A	7th Page of 13	TOC	1st	Previous	Next	Bottom	Just 7th

DEF 14A	8th Page of 13	TOC	1st	Previous	Next	Bottom	Just 8th

DEF 14A	9th Page of 13	TOC	1st	Previous	Next	Bottom	Just 9th

DEF 14A	10th Page of 13	TOC	1st	Previous	Next	Bottom	Just 10th

DEF 14A	11th Page of 13	TOC	1st	Previous	Next	Bottom	Just 11th

DEF 14A	12th Page of 13	TOC	1st	Previous	Next	Bottom	Just 12th

DEF 14A	Last Page of 13	TOC	1st	Previous	Next	Bottom	Just 13th

Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	1/1/92	3	8
	3/31/94	8
	1/1/96	10
	5/1/98	3	8
	10/25/98	3	8
	8/1/00	3	8
	11/14/00	3	8	DEF 14A
	12/31/00	1	11	10-K, 10-K/A, NT 10-K
	6/1/01	4
	9/30/01	9		10-Q, NT 10-Q
	10/15/01	9		SC TO-I
	10/31/01	8
	11/5/01	1	2
	11/13/01	9		SC TO-I/A
	11/20/01	5		10-Q
Filed On / Filed As Of	11/30/01	1	11
For The Period Ended	12/10/01	1	12
	12/17/01	2	9
	12/31/01	1	5
	8/2/02	11

Top				List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

			in		Show		and
Help...	Wildcards: ? (any letter), * (many). *Logic:* for Docs: & (and), \| (or); for Text: \| (anywhere), "(&)" (near).

Iic Industries Inc · DEF 14A · For 12/10/01

Filed On 11/30/01 · SEC File 0-27860 · Accession Number 950136-1-501963

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents