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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 o | |
Check the appropriate box: |
o Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
United States Lime & Minerals, Inc.
(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. | |
o 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: |
o Fee paid previously with preliminary materials. |
o 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: |
SEC 1913 (11-01) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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Sincerely, | |
Timothy W. Byrne | |
President and Chief Executive Officer |
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• | Take the North exit from the airport | |
• | East on I-635 (Lyndon B. Johnson Freeway) | |
• | Exit at Coit Road, turning North (left) onto Coit | |
• | Turn left at first intersection onto Alpha Road | |
• | Hotel entrance is on the left before junction with Blossomheath Road |
• | North on North Central Expressway (U.S. 75) | |
• | Exit at Coit Road (exit passes over U.S. 75 and joins Coit) | |
• | Continue North on Coit until you cross over I-635 (Lyndon B. Johnson Freeway) | |
• | Turn left at first intersection onto Alpha Road | |
• | Hotel entrance is on the left before junction with Blossomheath Road |
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1. To elect five directors to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified; and | |
2. To transact such other business as may properly be brought before the Annual Meeting or any adjournment thereof. |
By Order of the Board of Directors, | |
Timothy W. Byrne | |
President and Chief Executive Officer |
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FOR the election of the five nominees named in the Proxy Card to the Board of Directors of the Company. |
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Number of Shares | Percent | |||||||
Name and Address of Beneficial Owner | Beneficially Owned(2)(3) | of Class(2) | ||||||
Inberdon Enterprises Ltd. | 3,542,033 | 59.63 | ||||||
1020-789 West Pender Street Vancouver, British Columbia Canada V6C 1H2(1) | ||||||||
Robert S. Beall | 685,258 | 11.59 | ||||||
5300 Miramar Lane Colleyville, Texas 76034 |
(1) | Inberdon Enterprises Ltd. (“Inberdon”) is principally engaged in the acquisition and holding of securities of aggregate producing companies located in North America. All of the outstanding shares of Inberdon are held, indirectly through a number of private companies, by Mr. George M. Doumet. |
(2) | In the case of Inberdon, based on the Company’s records as of March 31, 2005. In the case of Robert S. Beall, based on his Form 4 filed on November 3, 2004, reporting shares as of November 2, 2004. Assuming Robert S. Beall continued to own 685,258 shares on March 31, 2005, such shares would represent 11.59% of the class as of such date. |
(3) | Includes the following shares subject to purchase pursuant to warrants exercisable within the next 60 days: Inberdon, 63,643; and Robert S. Beall, 37,714. |
Number of Shares | Percent | |||||||
Name | Beneficially Owned(1) | of Class | ||||||
Timothy W. Byrne | 138,469 | (2)(4) | 2.32 | % | ||||
Richard W. Cardin | 6,000 | (4) | (5) | |||||
Antoine M. Doumet | 4,000 | (3)(4) | (5) | |||||
Wallace G. Irmscher | 12,308 | (4) | (5) | |||||
Edward A. Odishaw | 11,400 | (4) | (5) | |||||
Johnney G. Bowers | 22,993 | (2)(4) | (5) | |||||
Billy R. Hughes | 69,563 | (2)(4) | 1.16 | % | ||||
Richard D. Murray | 39,500 | (2)(4) | (5) | |||||
M. Michael Owens | 8,300 | (4) | (5) | |||||
All Directors and Executive Officers as a Group (9 persons) | 312,533 | (2)(4) | 5.11 | % |
(1) | All shares are directly held with sole voting and dispositive power unless otherwise indicated. |
(2) | Includes 6,845, 493, 3,860, and 500 shares allocated to Messrs. Byrne, Bowers, Hughes, and Murray, respectively, under the Company’s Employee Stock Ownership Plan (“ESOP”), which was merged with the Company’s 401(k) profit-sharing plan effective July 31, 1999. |
(3) | The named individual is the brother of Mr. George M. Doumet, who indirectly owns all the outstanding shares of Inberdon. |
(4) | Includes the following shares subject to stock options exercisable within the next 60 days granted under the 1992 Stock Option Plan, as Amended and Restated (the “1992 Plan”), or the 2001 Long-Term Incentive Plan (the “2001 Plan”): Mr. Byrne, 101,190; Mr. Cardin, 4,000; Mr. Doumet, 4,000; Mr. Irmscher, 2,000; Mr. Odishaw, 4,000; Mr. Bowers, 22,500; Mr. Hughes, 44,500; Mr. Murray, 39,000; and Mr. Owens, 3,500. |
(5) | Less than 1%. |
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• | The Executive Committee is composed of Messrs. Odishaw (Chairman), Doumet and Byrne. Within the policy and strategic direction provided by the Board, the Executive Committee may exercise all of the powers of the Board, except those required by law, regulation or Nasdaq listing standards to be exercised by the full Board, or another Committee of the Board, and is required to report to the Board on all matters considered and actions taken since the last meeting of the full Board. | |
• | The Nominating and Corporate Governance Committee (the “Nominating Committee”) is composed of Messrs. Odishaw (Chairman), Cardin, Doumet and Irmscher, each of whom is an independent director. The primary purposes of the Nominating Committee are to identify and recommend individuals to serve as members of the Board, to recommend to the Board the duties and responsibilities and members of each Committee, and to assist the Board with other matters to ensure effective corporate governance. The Nominating Committee is responsible for establishing the Board’s procedures for consideration of director nominees from shareholders and the Board’s process for shareholder communications with the Board. The Nominating Committee will consider qualified candidates for nomination for election to the Board recommended by the Company’s directors, officers and shareholders. In considering all such candidates, the Nominating Committee will take into account the candidate’s qualifications and the size, composition and needs of the Board, in the following areas of experience, judgment, expertise, and skills: the Company’s industry; accounting and finance; business judgment; management; leadership; business strategy; risk management; and corporate governance. All candidates should have a reputation for integrity, have experience in positions with a high degree of responsibility, be leaders in the companies, institutions, or professions with which they have been affiliated, and be capable of making a contribution to the Company. Shareholders wishing to recommend a director candidate for consideration by the Nominating Committee should send all relevant information with respect to the individual to the Chairman of the Committee, at the address of the Company’s executive offices. A copy of the Nominating Committee’s Charter, which was adopted by the Board effective March 25, 2004, and the Board’s process for shareholders to send communications to the Board are available on the Company’s website located at www.uslm.com. | |
• | The Audit Committee is composed of Messrs. Cardin (Chairman), Irmscher and Odishaw. The Board has determined that each member of the Audit Committee is independent and meets the other qualification standards set by law, regulation and applicable Nasdaq listing standards. Based on his past education, employment experience and professional certification in public accounting, the Board has determined that Mr. Cardin qualifies as an audit committee financial expert as defined by the Securities and Exchange Commission (the “SEC”). The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s Independent Registered Public Accounting Firm (“independent auditors”). The Audit Committee is also responsible for overseeing the administration of the Company’s Code of Business Conduct and Ethics, which is available on the Company’s website located atwww.uslm.com; reviewing and approving all related-party transactions; and administering the Company’s procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls and auditing matters and for the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. The Audit Committee has adopted a written charter, which is available on the Company’s website located atwww.uslm.com. The Audit Committee reviews and assesses the adequacy of the charter on an annual basis. The Report of the Audit Committee is set forth below. | |
• | The Compensation Committee is composed of three independent directors, Messrs. Odishaw (Chairman), Irmscher, and Doumet. The Compensation Committee is responsible for the evaluation, approval, and administration of salary, incentive compensation, bonuses, benefit plans, and other forms of compensation for the Company’s officers and directors. The Compensation Committee is responsible for administering the 1992 Plan and the 2001 Plan. The Report of the Compensation Committee follows the Report of the Audit Committee. |
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Richard W. Cardin, Chairman | |
Wallace G. Irmscher | |
Edward A. Odishaw |
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COMPENSATION COMMITTEE | |
Edward A. Odishaw, Chairman | |
Antoine M. Doumet | |
Wallace G. Irmscher |
Long-Term | |||||||||||||||||||||
Compensation | All Other | ||||||||||||||||||||
Compensation | |||||||||||||||||||||
Annual Compensation | Securities | ||||||||||||||||||||
Underlying | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(1) | Options (#) | Compensation(2) | ||||||||||||||||
Timothy W. Byrne | 2004 | $ | 250,000 | $ | 250,000 | 30,000 | $ | 34,100 | |||||||||||||
President and Chief | 2003 | $ | 250,000 | $ | 100,000 | 30,000 | $ | 4,000 | |||||||||||||
Executive Officer | 2002 | $ | 240,000 | $ | 175,000 | — | $ | 4,000 | |||||||||||||
Billy R. Hughes | 2004 | $ | 161,667 | $ | 30,000 | 5,000 | $ | 3,318 | |||||||||||||
Senior Vice President — | 2003 | $ | 157,833 | $ | 7,500 | 10,000 | $ | 3,234 | |||||||||||||
Sales and Marketing | 2002 | $ | 155,813 | $ | 10,000 | — | $ | 3,163 | |||||||||||||
M. Michael Owens(3) | 2004 | $ | 120,708 | $ | 15,000 | 4,500 | $ | 2,508 | |||||||||||||
Vice President and Chief | 2003 | $ | 117,291 | $ | 4,000 | 12,000 | $ | 617 | |||||||||||||
Financial Officer | 2002 | $ | 45,337 | — | — | — | |||||||||||||||
Johnney G. Bowers | 2004 | $ | 146,750 | $ | 8,000 | 1,500 | $ | 3,009 | |||||||||||||
Vice President — | 2003 | $ | 143,830 | $ | 2,000 | — | $ | 2,976 | |||||||||||||
Manufacturing | 2002 | $ | 141,965 | $ | 2,000 | — | $ | 2,945 | |||||||||||||
Richard Murray | 2004 | $ | 114,792 | $ | 30,000 | 6,000 | $ | 2,423 | |||||||||||||
Vice President — | 2003 | $ | 112,291 | $ | 5,000 | 6,000 | $ | 2,360 | |||||||||||||
Texas Lime | 2002 | $ | 109,406 | $ | 10,000 | — | $ | 2,299 |
(1) | Bonuses were earned in the previous year and paid in the year shown. |
(2) | Company contribution to defined contribution plan and, for Mr. Byrne, $30,000 payment in lieu of the company’s obligation to fund a life insurance or retirement arrangement. |
(3) | Mr. Owens was elected Vice President and Chief Financial Officer on August 9, 2002. |
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Potential Realizable | ||||||||||||||||||||||||
Individual Grants | Value at Assumed | |||||||||||||||||||||||
Annual Rates of Stock | ||||||||||||||||||||||||
Number of | % of Total | Price Appreciation for | ||||||||||||||||||||||
Securities | Options | Option Term | ||||||||||||||||||||||
Underlying | Granted to | Exercise or | ||||||||||||||||||||||
Options Granted | Employees in | Base Price | Expiration | 5% | 10% | |||||||||||||||||||
Name | # | Fiscal Year | ($/Sh) | Date | ($) | ($) | ||||||||||||||||||
Timothy W. Byrne | 30,000 | 28.3% | 11.35 | 12/30/14 | 214,200 | 542,700 | ||||||||||||||||||
Billy R. Hughes | 5,000 | 4.7% | 8.56 | 1/29/14 | 26,900 | 68,200 | ||||||||||||||||||
M. Michael Owens | 4,500 | 4.2% | 8.56 | 1/29/14 | 24,210 | 61,380 | ||||||||||||||||||
Johnney G. Bowers | 1,500 | 1.4% | 8.56 | 1/29/14 | 8,020 | 20,460 | ||||||||||||||||||
Richard Murray | 6,000 | 5.7% | 8.56 | 1/29/14 | 32,280 | 81,840 |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the-Money | |||||||||||||||||||||||
Shares | Value | Options at Year-End (#) | Options at Year-End ($) | |||||||||||||||||||||
Acquired on | Realized | |||||||||||||||||||||||
Name | Exercise (#) | ($)(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Timothy W. Byrne | 30,000 | 150,000 | 101,190 | 8,180 | $ | 563,200 | 0 | |||||||||||||||||
Billy R. Hughes | 5,000 | 20,250 | 42,000 | 10,000 | 185,200 | $ | 13,950 | |||||||||||||||||
M. Michael Owens | — | — | 4,000 | 12,500 | 30,000 | $ | 72,555 | |||||||||||||||||
Johnney G. Bowers | — | — | 22,000 | 1,500 | 85,700 | 4,185 | ||||||||||||||||||
Richard D. Murray | — | — | 45,000 | 10,000 | 123,550 | $ | 46,740 |
(1) | Market value of underlying securities on the date of exercise minus the exercise price. |
Number of Shares | |||||||||||||
to Be Issued | Weighted Average | ||||||||||||
upon Exercise of | Exercise Price of | Number of Shares | |||||||||||
Outstanding Options, | Outstanding Options, | Remaining Available | |||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | for Future Issuance | ||||||||||
Equity compensation plans approved by security holders | 379,000 | $ | 7.21 | 204,500 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | ||||||||||
Total | 379,000 | $ | 7.21 | 204,500 |
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1999 | 2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||||||||||
U.S. LIME & MINERALS, INC. | $ | 100.00 | 72.54 | 83.59 | 55.95 | 103.50 | 174.03 | |||||||||||||||||
PEER GROUP INDEX | $ | 100.00 | 98.31 | 132.83 | 110.46 | 153.15 | 205.05 | |||||||||||||||||
NASDAQ MARKET INDEX | $ | 100.00 | 62.85 | 50.10 | 34.95 | 52.55 | 56.97 |
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2004 | 2003 | |||||||
Audit | $ | 140,000 | $ | 142,444 | ||||
Audit-Related | 16,000 | 9,000 | ||||||
Tax | 13,275 | 15,225 | ||||||
Total | $ | 169,275 | $ | 166,669 | ||||
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UNITED STATES LIME & MINERALS, INC. | |
Timothy W. Byrne | |
President and Chief Executive Officer |
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AElection of Directors
1. | The Board of Directors recommends a vote FOR the listed nominees. |
For All | Withhold All | For All Except | |||||
01-T. W. Byrne,02-R. W. Cardin, 03-A. M. Doumet,04-W. G. Irmscher, 05-E. A. Odishaw | o | o | o | ||||
(Except nominee(s) written above.) | |||||||
In their discretion, the proxies are authorized to vote upon such other business as may properly be brought before the Annual Meeting or any adjournment thereof. |
BAuthorized Signatures — Sign Here — This section must be completed for your instructions to be executed.
The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and of the Proxy Statement.
nn | / | nn | / | nnnn |
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Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edward A. Odishaw and Timothy W. Byrne, and either of them, proxies, with power of substitution in each, and hereby authorizes them to represent and to vote, as designated below, all shares of Common Stock of UNITED STATES LIME & MINERALS, INC. standing in the name of the undersigned on March 31, 2005, at the Annual Meeting of Shareholders to be held on May 4, 2005, at the Crowne Plaza Suites, 7800 Alpha Road, Dallas, Texas 75240, and at any adjournment thereof, and especially to vote on the item of business specified below, as more fully described in the Notice of the Meeting dated April 8, 2005, and the Proxy Statement accompanying the same, the receipt of which is hereby acknowledged.
You are encouraged to record your vote on the following items of business to be brought before the Annual Meeting, but you need to not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The proxies cannot vote your shares unless you sign, date, and return this Proxy Card. Remember, you can revoke this Proxy Card and vote in person by attending the Annual Meeting, or by submitting to the Company prior to the Annual Meeting, a written notice of revocation.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN, AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(Continued and to be signed on reverse side.)