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Ieh Corporation – ‘PRE 14A’ for 9/14/01

On: Wednesday, 8/8/01, at 8:39am ET · For: 9/14/01 · Accession #: 914317-1-500260 · File #: 0-05278

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/08/01  Ieh Corporation                   PRE 14A     9/14/01    1:40K                                    Commerce Fin’l … Corp/FA

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               15     64K

Document Table of Contents

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SCHEDULE 14A

(Rule 14a-101)

 INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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:                                                      

[X]  Preliminary Proxy Statement          [_]  Soliciting Material Under Rule   
[_]  Confidential, For Use of the              14a-12                           
Commission Only (as permitted                                         
by Rule 14a-6(e)(2))                                                  
[_]  Definitive Proxy Statement                                                 
[_]  Definitive Additional Materials                                            

IEH CORPORATION 
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(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)(4) and 0-11.   

1)   Title of each class of securities to which transaction applies:            

________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:               

________________________________________________________________________________

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):                          

________________________________________________________________________________
4)   Proposed maximum aggregate value of transaction:                           

________________________________________________________________________________
5)   Total fee paid:                                                            

________________________________________________________________________________
[_]  Fee paid previously with preliminary materials:                            

________________________________________________________________________________
[_]  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:                                          

________________________________________________________________________________
2)   Form, Schedule or Registration Statement No.:                    

________________________________________________________________________________
3)   Filing Party:                                                    

________________________________________________________________________________
4)   Date Filed:                                                      

________________________________________________________________________________

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 IEH CORPORATION
 140 58th Street
 Bldg. B, Suite 8E
Brooklyn, New York 11220

 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To
 Be Held on September 14, 2001

To the Shareholders of                                                          
IEH CORPORATION                                                             

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of IEH 
CORPORATION (the "Corporation") will be held at 140 58th Street, Bldg. B, Suite 
8E, Brooklyn, New York 11220 on September 14, 2001 at 9:00 a.m., New York time, 
for the following purposes:                                                     

    1.   To elect two (2) Directors to the Corporation's Board of Directors to
       hold office for a period of two years or until their successors are
duly elected and qualified;                                 

   2.   To consider a proposed amendment to the Corporation's Certificate of
         Incorporation with the effect that the par value of the Corporation's
       Common Stock would be reduced from $.50 par value per share to $.01
par value per share;                                        

     3.   To adopt the 2001 Employees Stock Option Plan to provide for the grant
    of options to purchase up to 750,000 shares of the Corporation's
Common Stock;                                               

     4.   To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.                         

   The close of business on August 6, 2001 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
meeting and any adjournment thereof.                                            

     You are cordially invited to attend the meeting. Whether or not you plan to
attend, please complete, date and sign the accompanying proxy and return it     
promptly in the enclosed envelope to assure that your shares are represented at 
the meeting. If you do attend, you may revoke any prior proxy and vote your     
shares in person if you wish to do so. Any prior proxy will automatically be    
revoked if you execute the accompanying proxy or if you notify the Secretary of 
the Corporation, in writing, prior to the Annual Meeting of Shareholders.       

                                  By Order of the Board of Directors

                             ROBERT KNOTH,
                           Secretary

Dated: August _, 2001                                                           

    WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER  
TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.                                                              

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 IEH CORPORATION
 140 58th Street
 Bldg. B, Suite 8E
Brooklyn, New York 11220

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

 PROXY STATEMENT

 FOR

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

Annual Meeting of Shareholders
To Be Held on September 14, 2001

     This proxy statement and the accompanying form of proxy have been mailed on
or about August 17, 2001 to the Common Stock shareholders of record on August 6,
2001 (the "Record Date") of IEH CORPORATION, a New York corporation (the        
"Corporation") in connection with the solicitation of proxies by the Board of   
Directors of the Corporation for use at the Annual Meeting of shareholders to be
held on September 14, 2001 at 9:00 a.m. at the Corporation's offices at 140 58th
Street, Suite 8E, Brooklyn, New York 11220, and at any adjournment thereof.     

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

    Shares of the Corporation's Common Stock represented by an effective proxy
in the accompanying form will, unless contrary instructions are specified in the
proxy, be voted (i) FOR the election of the TWO (2) persons nominated by the    
Board of Directors as Directors; (ii) FOR the amendment of the Corporation's    
Certificate of Incorporation to effect a change in the par value of the         
Corporation's Common Stock; (iii) FOR the adoption of the 2001 Employees Stock  
Option Plan; and (iv) to transact such other business as may properly come      
before the Annual Meeting or any adjournment thereof.                           

     Any such proxy may be revoked at any time before it is voted. A shareholder
may revoke this proxy by notifying the Secretary of the Corporation either in   
writing prior to the Annual Meeting or in person at the Annual Meeting, by      
submitting a proxy bearing a later date or by voting in person at the Annual    
Meeting. Directors shall be elected by a plurality of the votes cast at a       
meeting of the shareholders by the holders of shares entitled to vote in the    
election. The presence of a majority of the holders of the outstanding Shares   
entitled to vote, in person or represented by proxy, will constitute a quorum   
for the transaction of business. An affirmative vote of a majority of the       
outstanding Shares entitled to vote is required for approval of Proposal II to  
amend the Corporation's Certificate of Incorporation. An affirmative vote of a  
majority of the votes cast at the meeting is required for approval of all other 
items being submitted to the shareholders for their consideration. The term     
votes cast is defined as the votes actually cast for                            

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or against the resolution. A shareholder, not present at the Annual Meeting,    
voting through a proxy, who abstains from voting on any matter which is         
submitted to the shareholders for a vote, including the election of Directors,  
is considered to be present at the meeting for the purpose of establishing a    
quorum, however, the shares are not counted as being voted for or against the   
matter submitted. Brokers holding shares for beneficial owners in "street names"
must vote those shares according to specific instructions they received from the
owners of such shares. If instructions are not received, brokers may vote the   
shares on all matters to be voted upon at the Annual Meeting.                   

  The Corporation will bear the cost of the solicitation of proxies by the
Board of Directors. The Board of Directors may use the services of its executive
officers and certain Directors to solicit proxies from shareholders in person   
and by mail, telegram and telephone. Arrangements may also be made with brokers,
fiduciaries, custodians, and nominees to send proxies, proxy statements and     
other material to the beneficial owners of the Corporation's Common Stock held  
of record by such persons, and the Corporation may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing.                            

     The Annual Report to shareholders for the fiscal year ended March 30, 2001,
including financial statements, accompanies this proxy statement.               

    The principal executive offices of the Corporation are located at 140 58th
Street, Bldg. B, Suite 8E, Brooklyn, New York 11220; the Corporation's telephone
number is (718) 492-9673.                                                       

Independent Public Accountants                                                  

  The Board of Directors of the Corporation has selected Jerome Rosenberg,
P.C., Certified Public Accountant, as the independent auditor of the Corporation
for the fiscal year ending March 29, 2002. Shareholders are not being asked to  
approve such selection because such approval is not required. The audit services
provided by Jerome Rosenberg, P.C. consist of examination of financial          
statements, services relative to filings with the Securities and Exchange       
Commission, and consultation in regard to various accounting matters. Jerome    
Rosenberg, P.C. or a member of his firm is expected to be present at the        
meeting, will have the opportunity to make a statement if he so desires, and    
will be available to respond to appropriate questions.                          

VOTING SECURITIES AND SECURITY OWNERSHIP
 OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The securities entitled to vote at the meeting are the Corporation's Common
Stock, $.50 par value. The presence, in person or by proxy, of a majority of    
shares entitled to vote will constitute a quorum for the meeting. Each share of 
Common Stock entitles its holder to one vote on each matter submitted to        
shareholders. The close of business on August 6, 2001 has been fixed as the     
Record Date for the determination of the shareholders entitled to notice of and 
to vote at the meeting and any adjournment thereof. At that date, 2,303,468     
shares of Common Stock were outstanding. Voting of the shares of Common Stock is
on a non-cumulative basis.                                                      

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     The following table sets forth certain information as of June 20, 2001 with
respect to (i) the persons (including any "group" as that term is used in       
Section 13(d)(3) of the Securities Exchange Act of 1934), known by the          
Corporation to be the beneficial owner of more than five percent (5%) of any    
class of the Corporation's voting securities; (ii) each Executive Officer and   
Director who owns Common Stock in the Corporation; and (iii) all Executive      
Officers and Directors as a group. As of June 23, 2001, there were 2,303,468    
shares of Common Stock issued and outstanding.                                  

                       Amount of
                        and Nature
                Name and Address of           of Beneficial      Percentage of
Title of Class   Beneficial Owner              Ownership             Class      
--------------   ----------------              ---------             -----      
Common Stock     Michael Offerman                946,784                41%     
$.50 Par Value   140 58th Street                                                
Brooklyn, NY 11220(1)                         

            Murray Sennet                    24,500               1.1%
1900 Manor Lane                               
Plano, TX 75093                               

          Allen Gottlieb                        0                0
325 Coral Way                                 
Ft. Lauderdale, FL 33301                      

          Robert Pittman                   20,000                *
45 Ocean Avenue                               
Monmouth Beach                                
NJ 07750                                      

            David Lopez and Nancy           278,000              12.1%
Lopez                                         
Edge of Woods                                 
P.O. Box 323                                  
Southampton, NY 11968                         

All Officers & Directors as a Group                                             
(4 in number)                                    991,284                43%     

----------------------                                                          
*    Less than 1%.                                                    

1.   43,600 shares of Common Stock are jointly owned by Mr. Offerman and his    
wife, Gail Offerman.                                                  

All shares set forth above are directly by the named individual unless otherwise
stated.                                                                         

Certain Reports                                                                 

Section 16(a) of the Securities Exchange Act of 1934 requires the     
Corporation's directors and officers and persons who own, directly or           
indirectly, more than 10% of a registered class of the Corporation's equity     
securities, to file with the Securities and Exchange Commission                 

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("SEC") reports of ownership and reports of changes in ownership of Common Stock
of the Corporation. Officers, directors and greater than 10% shareholders are   
required to furnish the Corporation with copies of all Section 16(a) reports    
that they file. Based solely on review of the copies of such reports received by
the Corporation, the Corporation believes that filing requirements applicable to
officers, directors and 10% shareholders were complied with during the fiscal   
year.                                                                           

   It is expected that the only matters to be considered at the meeting will
be (i) the election of Directors; (ii) the amendment to Certificate of          
Incorporation; and (iii) the adoption of the 2001 Employees Stock Option Plan.  

I. ELECTION OF DIRECTORS

    The Corporation's Certificate of Incorporation provides that the Directors
of the Corporation are to be elected in two (2) classes; each class to be       
elected to a staggered two (2) year term. The Board of Directors currently      
consists of four (4) members divided into two (2) classes. Each class would have
three (3) members, but as a result of the resignation of Howard Bernstein on    
November 1, 1993, the class of Directors' whose terms expired at the 1999 Annual
Meeting had one (1) vacancy. In addition to the vacancy created by Howard       
Bernstein's resignation, as a result of the retirement of Ralph Acello in       
November 1999, the class of Directors' whose terms expired at the 2000 Annual   
Meeting had two (2) vacancies. Under the Corporation's By-Laws, the Board of    
Directors is authorized to fill all vacancies. The Board has not decided to fill
the vacancies created by Mr. Bernstein's resignation and Mr. Acello's           
retirement. The members of each class are elected for a staggered term of two   
(2) years each and until their successors are duly elected and qualified.       

    The persons nominated for election to the Corporation's Board of Directors
at the Annual Meeting are Robert Pittman and Allen B. Gottlieb who will serve as
Class II members. All of such persons currently serve on the Board of Directors.

   The affirmative vote of a plurality of the votes cast at a meeting of the
shareholders by the holders of shares of Common Stock entitled to vote in the   
election is required to elect each Director. All proxies received by the Board  
of Directors will be voted for the election as Directors of the nominees        
indicated below if no direction to the contrary is given. In the event any      
nominee is unable to serve, the proxy solicited hereby may be voted, in the     
discretion of the holder of the proxy, for the election of another person in his
stead. The Board of Directors knows of no reason to anticipate this will occur. 
No family relationships exist between any Director or nominee for election as a 
Director.                                                                       

  The following table sets forth certain information as of the date hereof
with respect to all of the Directors of the Corporation, including its two (2)  
nominees for election to the Corporation's Board of Directors at the 2001 Annual
Meeting. The information provided below indicates those Directors whose term of 
office expires at the Annual Meeting and those Directors                        

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whose term of office expires in 2002. The Directors whose terms of office expire
at the Annual Meeting are those Directors nominated for election at the 2001    
Annual Meeting.                                                                 

Director            Position with 
   Name             Since    Age           Corporation            Term Expires
   ----             -----    ---           -----------            ------------
Michael Offerman     1973      60      Chairman of the Board of        2002     
                     Directors and President
Murray Sennet        1970      78      Director                        2002     
Robert Pittman       1987      76      Director                        2001     
Allen B. Gottlieb    1992      60      Director                        2001     

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

    Michael Offerman has been a member of the Corporation's Board of Directors
since 1973. In May, 1987, Mr. Offerman was elected President of the Corporation 
and has held that position since that date. Prior to his becoming President, Mr.
Offerman served as Executive Vice- President of the Corporation.                

 Murray Sennet has been a member of the Corporation's Board of Directors
since 1968. Mr. Sennet was the Secretary and Treasurer of the Corporation at the
time of his retirement in April, 1986.                                          

  Allen Gottlieb (Nominee) has been a member of the Corporation's Board of
Directors since 1992. Mr. Gottlieb has been an attorney in private practice in  
New York City for over five (5) years.                                          

  Robert Pittman (Nominee) has been a member of the Corporation's Board of
Directors since 1987. Mr. Pittman retired in October l992, at which time he had 
held the position of Vice- President of Engineering and Secretary of the        
Corporation.                                                                    

Significant Employees                                                           

Thomas Hunt is the director of Quality Control, a position he has held
since October, 1992. Mr. Hunt joined the Corporation in 1987 as the laboratory  
director and senior inspector and held said positions until his promotion in    
October, 1992.                                                                  

    Robert Knoth joined the Corporation as Controller in January, 1990 and was
elected treasurer of the Corporation in March, 1990. Mr. Knoth was elected as   
Secretary of the Corporation in September 1992 and Mr. Knoth has held these     
positions since said dates. From 1986 to January, 1990, Mr. Knoth was employed  
as controller by G&R Preuss, Inc., a company engaged in the business of         
manufacturing truck bodies and accessories.                                     

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Joan Prideaux joined the Corporation in July, 1995 as National Sales  
Manager. Prior to such time Ms. Prideaux was employed as an account executive of
Viking Connectors for the previous five years.                                  

Mark Iskin is the Director of Purchasing, a position he has held since
September 2000. Prior to joining the Company, Mr. Iskin worked as a materials   
and purchasing specialist in manufacturing and distribution companies. In his   
last position with an industrial distributor, Mr. Iskin was responsible for     
purchasing and managing vendors for the cutting tool section of the catalog. In 
addition he participated in setting up and developing the company's             
forecasting/planning software related to that department procedures.            

Jeff (Yefim) Berenstein is the quality control manager, a position he 
started on April 16, 2001. Prior to joining the Company, Mr. Berenstein worked  
as a quality assurance specialist for various manufacturing companies where he  
was responsible for the implementation of quality systems - ISI-9000,           
Mil-I-45208A writing quality manuals, quality procedures, work instructions,    
design special gigs, testing equipment to improve quality of the manufacturing  
products, maintaining and supervising calibration and calibration recall        
systems.                                                                        

Board Meetings, Committees and Compensation                                     

The Corporation does not have any nominating, audit or compensation   
committee of the Board of Directors. Each Director receives an annual fee of    
$l,000 for serving as a member of the Board of Directors each fiscal year. The  
Board of Directors were not paid in fiscal years 1998, 1999, 2000 and 2001, but 
were paid in the fiscal year ending 1997.                                       

During the fiscal year ended March 30, 2001, three (3) meetings of the
Board of Directors by telephone conference were held.                           

The Board of Directors recommends that you vote "FOR" the nominees for
Director.                                                                       

II. PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION

General                                                                         

    A proposal will be submitted to the shareholders of the Corporation at the
Annual Meeting to amend the Corporation's Certificate of Incorporation (the     
"Charter") to reduce the par value of each share of its Common Stock (the       
"Charter Amendment"). Article IV of the Corporation's Charter currently provides
that the Corporation will have ten million authorized shares of Common Stock    
having a par value of $.50 per share. As the Corporation's Charter is proposed  
to be amended, Article IV would provide as follows:                             

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Capitalization                                              
--------------                                              

             The aggregate number of shares which the Corporation shall have
         authority to issue shall be Ten Million shares (10,000,000) of Common
       Stock, $.01 Par Value per share. All shares shall have equal voting
rights and privileges.                                      

   The Corporation's Board of Directors has unanimously approved the Charter
Amendment and the Board of Directors recommend that the Charter Amendment be    
approved by the shareholders of the Corporation.                                

Implementation                                                                  

 The Charter Amendment will reduce the par value of each share of Common
Stock from $.50 to $.01 par value per share, each share otherwise being         
identical to existing shares of Common Stock in terms of the rights and         
privileges of the holders thereof.                                              

  The par value of each share of Common Stock will be reduced from $.50 to
$.01 per share through a transfer on the Corporation's books from its Common    
Stock account to its paid-in surplus account of an amount equal to the          
Corporation's outstanding shares multiplied by $.49 per share (approximately    
$1,128,699.32). The Charter Amendment will become effective at the time when the
Certificate of Amendment to the Certificate of Incorporation of the Corporation 
is filed with the New York Secretary of State.                                  

Reasons for Amendment                                                           

     The Corporation's Common Stock is traded in the Over-The-Counter Market and
is quoted on the National Association of Securities Dealers Automated Quotation 
("NASDAQ") System Bulletin Board under the symbol "IEHC.OB." During the last two
fiscal years, the Corporation's Common Stock has rarely traded above its par    
value. During the fourth fiscal quarter of 2001 ending March 30, 2001, the high 
bid was twenty cents ($.20) per share. On June 04, 2001, the last date of a     
trade prior to the filing of its current Form 10KSB, the closing sale price for 
the Common Stock of the Corporation was twenty cents ($.20) per share.          

Pursuant to Section 504 of the New York Business Corporation Law, any 
shares of a corporations's capital stock with par value "may be issued for such 
consideration, not less than the par value thereof, as is fixed from time to    
time by the board." As a result of the fact that the Corporation's Common Stock 
consistently trades below its par value, recipients of the Corporation's Common 
Stock necessarily incur tax liability equal to the aggregate par value of their 
Common Stock but may only receive the actual value of their Common Stock when it
is sold at an amount which would be substantially lower than the stock's        
aggregate par value. This fact hinders the Corporation's ability to use its     
Common Stock in any material manner, such as a means for compensation (rather   
than making a cash expenditure) to reward employees or consultants, to avail    
itself of potentially beneficial mergers or acquisitions and to enter into other
business transactions deemed a benefit to the Corporation by its Board of       
Directors.                                                                      

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The Board of Directors believes that a reduction of the Corporation's 
Common Stock par value to $.01 per share would allow the Corporation greater    
flexibility in using its Common Stock as an alternate means of compensation and 
allow the Corporation to avail itself of beneficial business ventures and       
transactions.                                                                   

    A majority of the Corporation's outstanding shares of Common Stock must be
voted in favor of this proposed Charter Amendment in order to approve this      
Proposal II.                                                                    

 The Board of Directors recommends that you vote "FOR" this Proposal II.

III. PROPOSAL TO ADOPT THE 2001 STOCK OPTION PLAN                     

  The Board of Directors has unanimously approved the adoption of the 2001
Employees Stock Option Plan (the "2001 Plan") to provide for the grant of       
options to purchase up to 750,000 shares of the Company's common stock to all   
employees, including senior management and other eligible persons. Under the    
terms of the proposed 2001 Plan, options granted thereunder may be designated as
options which qualify for incentive stock option treatment ("ISOs") under       
Section 422 of the Code, or options which do not so qualify ("Non-ISO's"). The  
proposed 2001 Plan is being submitted to the shareholders of the Corporation for
approval at the Annual Meeting because the Corporation has no employee stock    
option plan in place.                                                           

The Board of Directors has recommended the adoption of the 2001 Plan  
because it believes that the maintenance of an employee stock option plan is    
required in order to continue to attract qualified employees to the Company. The
Board believes that the Corporation competes with numerous other electronic     
circuit companies for a limited number of talented persons. As a result, there  
must be provided a level of incentives to such persons. It is the Board's       
opinion that the grant of stock options has several attractive characteristics, 
both to the employees and the Corporation, which make such grants more          
attractive than raising the level of cash compensation. First, granting stock   
options provides incentive to individuals because they share in the growth of   
the Corporation. The Corporation benefits because these employees will be more  
motivated and the Corporation benefits from motivated employees. Second, the    
grant of options preserves the Corporation's cash resources. These benefits     
relate to all corporate employees, including senior management.                 

The 2001 Plan will be administered by the Board or by a committee     
designated by the Board of Directors (the "Committee.") The Board or the        
Committee has the discretion to determine the eligible employees to whom, and   
the times and the price at which, options will be granted; whether such options 
shall be ISOs or Non- ISOs; the periods during which each option will be        
exercisable; and the number of shares subject to each option. The board or the  
Committee has full authority to interpret the 2001 Plan and to establish and    
amend rules and regulations relating thereto.                                   

An ISO may only be granted to an employee. An optionee must remain an 
employee through the exercise date. An ISO must terminate within 10 years from  
the date of grant and the ISO plan must terminate within 10 years from the date 
that the plan is adopted. Under the 2001 Plan, the exercise price of an option  
designated as an ISO shall not be less than the fair market value of the        

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common stock on the date the option is granted. However, in the event an option 
designated as an ISO is granted to a ten percent (10%) shareholder, such        
exercise price shall be at least 110% of such fair market value and the option  
must not be exercisable after the expiration of five years from the date of     
grant. Exercise prices of Non-ISO options may be less than such fair market     
value.                                                                          

   The aggregate fair market value of shares subject to options granted to a
participant, which are designated as ISOs and which become exercisable in any   
calendar year, shall not exceed $100,000.                                       

   A majority of the votes cast at the Annual Meeting must be voted in favor
of the 2001 Employees Stock Option Plan in order to approve this Proposal III.  
The full text of the 2001 Plan is annexed to this proxy statement.              

The Board of Directors recommends that you vote "FOR" this Proposal III.

EXECUTIVE COMPENSATION AND RELATED MATTERS

The following table sets forth below the summary compensation paid or 
accrued by the Corporation during the fiscal years ended March 30, 2001, March  
31, 2000, and April 2, 1999 for the Corporation's Chief Executive Officer:      

                                                                [Download Table]

                                                                   Other Annual
Name and Principal Position            Year        Salary   Bonus  Compensation
---------------------------            ----        ------   -----  ------------
                                                                               
Michael Offerman, Chief           March 30, 2001  $ 91,431    -         $0     
Executive Officer, President /1/  March 31, 2000  $ 77,788    -         $0     
                                  April 2, 1999   $ 97,961    -         $0     

-----------                                                                     
(1)  During the years ended March 30, 2001, March 31, 2000 and April 2, 1999,   
   the Corporation provided automobile allowances to Mr. Offerman. This does
not include the aggregate incremental cost to the Corporation of such 
     automobile or automobile allowances. The Corporation is unable to determine
without unreasonable effort and expense the specific amount of such   
    benefit, however, the Corporation has concluded that the aggregate amounts
     of such personal benefit for Mr. Offerman does not exceed $25,000 or 10% of
 the compensation reported as total salary and bonus reported. Effective
     January 1, 1995, Mr. Offerman entered into an employment agreement with the
  Corporation to increase his salary to $100,000 per annum. The employment
 agreement has expired. The Corporation and Mr. Offerman agreed that his
salary shall remain at the rate of $91,431 for fiscal 2001.           

No other officer of the Corporation received compensation (salary and 
bonus) in excess of $100,000 during the fiscal years ended March 30, 2001 or    
March 31, 2000.                                                                 

Pension/Benefit Incentive Plan                                                  
------------------------------                                                  

  In 1964, the Corporation's Shareholders and Board of Directors adopted a
contributory pension plan (the "Salaried Pension Plan") effective April 1, 1964,
for salaried employees of the                                                   

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Corporation. The Salaried Pension Plan as revised on April 1, 1987, provides for
retirement benefits for qualified employees upon or prior to retirement. For    
early retirement, employees are eligible to receive a portion of their          
retirement benefits, starting 10 years prior to the employees anticipated normal
retirement age (age 65), if the employee has completed 15 years of service to   
the Corporation. The employee is eligible to receive reduced retirement benefits
based on an actuarial table for a period not exceeding ten (10) years of his    
lifetime. In no event would benefits exceed $12,000 per year.                   

For normal retirement at the age of sixty-five (65) the employee is   
entitled to receive full retirement benefits for a period not exceeding ten (10)
years of his lifetime. If the employee should die prior to the ten-year period, 
his beneficiaries will continue to receive the full benefit for the remainder of
the ten-year term. In no event will benefits exceed $12,000 per year.           

If payment is made on the "joint and survivor basis" as elected by the
employee, benefits will be provided to both the employee and spouse on a reduced
basis over the life of both the employee and his spouse. If the employee should 
die prior to the guaranteed ten year period, the spouse will receive the        
employee benefit for the remainder of the term, after which, the spouse will    
received the reduced spousal benefit for the life of the spouse. In no event    
will the benefits pursuant to the joint and survivor basis exceed $12,000 per   
year.                                                                           

On June 30, 1995, the Company applied to the Pension Benefit Guaranty 
Corporation ("PBGC") to have the PBGC assume all of the Company's               
responsibilities and liabilities under its Salaried Pension Plan. On April 26,  
1996, the PBGC determined that the Salaried Pension Plan did not have sufficient
assets available to pay benefits which were and are currently due under the     
terms of the Plan.                                                              

The PBGC further determined that pursuant to the provisions of the    
Employment Retirement Income Security Act of 1974, as amended ("ERISA") that the
Plan must be terminated in order to protect the interests of the Plan's         
participants. Accordingly, the PBGC proceeded pursuant to ERISA to have the Plan
terminated and the PBGC appointed as statutory trustee, and to have July 31,    
1995 established as the Plan's termination date. In August 1998, the Company was
notified by the PBGC that the Company is liable to the PBGC for the following   
amounts as of September 1, 1998:                                                

$ 456,418 representing the amount of unfunded benefit liabilities     
of the Plan                                       
$ 242,097 representing funding liability                              
$   2,230 representing the premium liability                          

Since 1998 the Company has been negotiating with the PBGC on the matter         

The Company and the PBGC have tentatively agreed to the terms of a    
settlement of the matter. Under the proposed agreement, the Company and PBGC    
agreed on a total sum of $244,000. Assuming the settlement is consummated, the  
Company has agreed to make payments as follows:                                 

September 1, 2003 to August 1, 2004             $2,000 per month      
September 1, 2004 to August 1, 2006             $3,000 per month      
September 1, 2006 to August 1, 2007             $4,000 per month      

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 In addition, on January1, 2004, May 1, 2004, May 1, 2005 and January 1,
2006, the Company will make balloon payments of $25,000.                        

The Company will also grant PBGC a lien on the Company's machinery and
equipment, subject to the preexisting liens in favor of UDC.                    

Under an agreement dated June 16, 1978, the Corporation entered into a
retirement compensation agreement with Michael Offerman, which provides that    
upon reaching the age of 65, or the earlier of death, total disability, or      
employment termination by mutual consent, Michael Offerman or his beneficiary   
would be entitled to retirement payments of $30,000 per year for a period of    
five years.                                                                     

Employment Agreements                                                           
---------------------                                                           

In December 1996, the Board of Directors approved the terms of an     
employment agreement with Joan Prideaux. The terms of the employment agreement  
provide that Ms. Prideaux's salary will be $60,000 per year and that she will be
employed as Vice President-Sales and Marketing. The agreement terminates        
November 30, 2001. As further provided under the terms of the employment        
agreement, the Corporation will provide certain benefits such as health         
benefits. The Corporation also agreed to pay the premium of a $150,000 term life
insurance policy payable to Ms. Prideaux's beneficiary.                         

In the event the Corporation declines to enter into a new employment  
agreement with Ms. Prideaux at the expiration of the term, the Corporation has  
agreed to pay Ms. Prideaux the sum of $42,750. Additionally, in the event there 
occurs a "change of control" of the Corporation, and within the one (1) year    
period thereafter, Ms. Prideaux's employment is terminated or she resigns, then 
she will be entitled to receive a sum equal to the balance of her base salary   
for the remainder of the term plus $42,750. A "change of control" is defined to 
mean (i) a person becomes the holder of 30% or more of the combined voting power
of the Corporation's outstanding securities, (ii) the stockholders of the       
Corporation approve a merger or consolidation whereby the Corporation's voting  
securities fail to represent, after such a merger or consolidation, at least    
50.1% of the voting securities of the surviving entity. Additionally, in the    
event the Corporation relocates outside of the New York City Metropolitan area, 
it has agreed to pay Ms. Prideaux the sum of $42,750.                           

Cash Bonus Plan                                                                 
---------------                                                                 

In 1987, the Corporation adopted a cash bonus plan ("Bonus Plan") for 
Executive Officers. Contributions to the Bonus Plan are made by the Corporation 
only after pre-tax operating profits exceed $150,000 for a fiscal year, and then
to the extent of 10% of the excess of the greater of $150,000 of 25% of pre-tax 
operating profits. There were no contributions to the Bonus Plan for the fiscal 
years ended March 30, 2001, March 31, 2000, and April 2, 1999.                  

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 FINANCIAL INFORMATION

   A COPY OF THE CORPORATION'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED MARCH
30, 2001 HAS BEEN FURNISHED WITH THIS PROXY STATEMENT TO SHAREHOLDERS.          

 A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED MARCH 30, 2001 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION  
MAY BE OBTAINED WITHOUT CHARGE BY SHAREHOLDERS UPON WRITTEN REQUEST SENT TO     
ROBERT KNOTH, SECRETARY, IEH CORPORATION, 140 58TH STREET, SUITE 8E, BROOKLYN,  
NEW YORK, 11220 SHAREHOLDERS MAY RECEIVE, FOR A NOMINAL FEE, A COPY OF THE      
EXHIBITS. Each such request must set forth a good faith representation that as  
of August 6, 2001, the person making the request was the beneficial owner of    
Common Shares of the Corporation entitled to vote at the 2001 Annual Meeting of 
Shareholders.                                                                   

IV. OTHER BUSINESS

    As of the date of this proxy statement, the items discussed herein contain
the only business which the Board of Directors intends to present, and is not   
aware of any other matters which may come before the meeting. If any other      
matter or matters are properly brought before the Annual Meeting, or any        
adjournments thereof, it is the intention of the persons named in the           
accompanying form of proxy to vote the proxy on such matters in accordance with 
their judgment.                                                                 

Shareholder Proposals                                                           

 Proposals of Shareholders intended to be presented at the Corporation's
2002 Annual Meeting of Shareholders must be received by the Corporation on or   
prior to April 4, 2002 to be eligible for inclusion in the Corporation's proxy  
statement and form of proxy to be used in connection with the 2002 Annual       
Meeting of Shareholders.                                                        

                                      By Order of the Board of Directors

                                     ROBERT KNOTH,
                                     Secretary

Dated: August _, 2001                                                           

     WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN
YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF IT IS   
MAILED IN THE UNITED STATES OF AMERICA.                                         

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 IEH CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

September 14, 2001

 PROXY

    The undersigned hereby appoints ROBERT KNOTH and MICHAEL OFFERMAN and each
of them, proxies, with full power of substitution to each, to vote all Common   
Shares of IEH CORPORATION owned by the undersigned at the Annual Meeting of     
Shareholders of IEH CORPORATION to be held on September 14, 2001 and at any     
adjournments thereof, hereby revoking any proxy heretofore given. The           
undersigned instructs such proxies to vote:                                     

I.   ELECTION OF DIRECTORS                                            

FOR all nominees listed         WITHHOLD AUTHORITY          
below (except as marked         to vote for all nominees    
to the contrary below)   [_]    listed below   [_]          

(Instruction: Please check appropriate box. To withhold authority for any       
individual nominee, strike a line through the nominee's name in the list below) 

NOMINEES FOR DIRECTORS                                      

Robert Pittman                  Allen B. Gottlieb           

   II.  AMENDMENT OF CERTIFICATE OF INCORPORATION TO REDUCE COMMON STOCK PAR
VALUE                                                       

FOR amendment of                WITHHOLD AUTHORITY          
          Corporation's Certificate       to vote for amendment of Corporation's
         of Incorporation         [_]    Certificate of Incorporation      [_]

III. ADOPTION OF 2001 EMPLOYEES STOCK OPTION PLAN                     

FOR adoption of 2001            WITHHOLD AUTHORITY          
Employees Stock Option          to vote for adoption of 2001
         Plan                     [_]    Employees Stock Option Plan       [_]

     AND TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF, all as described in the Proxy Statement dated August
_, 2001 receipt of which is hereby acknowledged.                                

    Either of the proxies, who shall be present and acting, shall have and may
exercise all the powers hereby granted.                                         

Unless contrary instructions are given, the shares represented by this
proxy will be voted (a) for the Election of the two (2) Directors               
nominated;(b)for the amendment to the Corporation's Certificate of              
Incorporation; (c) for the adoption of the 2001 Employees Stock Option Plan; and
(d) to vote upon any other business as may properly come before the meeting or  
any adjournment thereof. Please sign exactly as name appears hereon. Joint      
Owners should each sign. When signing as attorney, executor, administrator,     
trustee or guardian, please give full title as such.                            

  Said proxies will use their discretion with respect to any other matters
which properly come before the meeting.                                         

  This proxy is solicited on behalf of the Board of Directors. Please sign
and return the proxy in the enclosed envelope.                                  

                           Dated:  _____________________, 2001

                           -----------------------------------
 Signature

                           -----------------------------------
  Print Name

                          (Please date and sign exactly as
                         name appears at left. For joint
                           accounts, each joint owner should
                          sign, executors, administrators,
                        trustees, etc., should also so
                 indicate when signing.)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	8/1/07	12
	9/1/06	12
	8/1/06	12
	1/1/06	13
	5/1/05	13
	9/1/04	12
	8/1/04	12
	5/1/04	13
	9/1/03	12
	4/4/02	14
	3/29/02	4		10KSB, 10KSB/A, NT 10-K
	11/30/01	13
For Period End:	9/14/01	2	15
	8/17/01	3
Filed on:	8/8/01
	8/6/01	2	14
	6/23/01	5
	6/20/01	5
	6/4/01	9
	4/16/01	8
	3/30/01	4	14	10KSB
	3/31/00	11	13
	4/2/99	11	13	10KSB
	9/1/98	12
	4/26/96	12
	7/31/95	12
	6/30/95	12		10QSB, NT 10-K, NT 10-Q
	1/1/95	11
	11/1/93	6
				List all Filings

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Filing Submission 0000914317-01-500260 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ieh Corporation – ‘PRE 14A’ for 9/14/01

On: Wednesday, 8/8/01, at 8:39am ET · For: 9/14/01 · Accession #: 914317-1-500260 · File #: 0-05278

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents