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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 | |
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13800 Montfort Drive, Suite 330
Dallas, Texas 75240
Sincerely, | ||
Timothy W. Byrne | ||
President and Chief Executive Officer | ||
Enclosures |
7800 Alpha Road
Dallas, Texas 75240
• | 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 |
13800 Montfort Drive
Suite 330
Dallas, Texas 75240
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. |
President and Chief Executive Officer
April 7, 2006
13800 Montfort Drive
Suite 330
Dallas, Texas 75240
FOR
2006 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 5, 2006
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Name and Address | Number of Shares | Percent | ||||||
of Beneficial Owner | Beneficially Owned(2) | of Class(2) | ||||||
Inberdon Enterprises Ltd. | 3,542,033 | 57.66 | % | |||||
1020-789 West Pender Street | ||||||||
Vancouver, British Columbia | ||||||||
Canada V6C 1H2(1) | ||||||||
Robert S. Beall | 672,497 | 10.95 | % | |||||
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 24, 2006. In the case of Robert S. Beall, based on his Schedule 13G filed on February 10, 2006 reporting his beneficial ownership as of December 31, 2005. Assuming Robert S. Beall continued to own 672,497 shares on March 24, 2006, such shares would represent 10.95% of the class as of such date. |
Number of Shares | Percent | |||||||
Name | Beneficially Owned(1) | of Class | ||||||
Timothy W. Byrne | 160,502 | (2)(4) | 2.58 | % | ||||
Richard W. Cardin | 8,000 | (4) | (5) | |||||
Antoine M. Doumet | 6,000 | (3)(4) | (5) | |||||
Wallace G. Irmscher | 12,359 | (4) | (5) | |||||
Edward A. Odishaw | 7,500 | (4) | (5) | |||||
Johnney G. Bowers | 22,993 | (2) (4) | (5) | |||||
Billy R. Hughes | 69,563 | (2) (4) | 1.13 | % | ||||
Richard D. Murray | 39,500 | (2) (4) | (5) | |||||
M. Michael Owens | 8,300 | (4) | (5) | |||||
All Directors and Executive Officers as a Group (10 persons) | 342,821 | (2) (4) | 5.42 | % |
(1) | All shares are directly held with sole voting and dispositive power unless otherwise indicated. | |
(2) | Includes 6,845, 493, 3,860, and 498 shares allocated to Messrs. Byrne, Bowers, Hughes, and Murray, respectively, under the Company’s 401(k) plan. | |
(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, 86,223; Mr. Cardin, 6,000; Mr. Doumet, 6,000; Mr. Irmscher, 2,000; Mr. Odishaw, 2,000; Mr. Bowers, 19,000; Mr. Hughes, 28,000; Mr. Murray, 24,000; and Mr. Owens, 10,500. | |
(5) | Less than 1%. |
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3
WHO ARE NOT ALSO DIRECTORS
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• | The Executive Committee is composed of Messrs. Doumet (Chairman), Odishaw 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. Doumet (Chairman), Cardin, Odishaw 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, 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 directors. 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. Shareholders who wish to contact the directors on other matters should contact the Company Secretary. Shareholders may contact the Chairman of the Nominating Committee and the directors in writing at the Company’s corporate address or by e-mailing the Company Secretary atuslime@uslm.com. The Secretary forwards shareholder communications to the director(s) as addressed in such |
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communication. A copy of the Nominating Committee’s Charter, which was adopted by the Board effective March 25, 2004 is available on the Company’s website located atwww.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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Wallace G. Irmscher
Edward A. Odishaw
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Antoine M. Doumet
Wallace G. Irmscher
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Long-Term | All Other | |||||||||||||||||||
Annual Compensation | Compensation | Compensation | ||||||||||||||||||
Securities | ||||||||||||||||||||
Name and | Underlying | All Other | ||||||||||||||||||
Principal Position | Year | Salary | Bonus(1) | Options (#) | Compensation(2) | |||||||||||||||
Timothy W. Byrne | 2005 | $ | 265,000 | $ | 300,000 | 30,000 | $ | 34,200 | ||||||||||||
President and Chief Executive Officer | 2004 | $ | 250,000 | $ | 250,000 | 30,000 | $ | 34,100 | ||||||||||||
2003 | $ | 250,000 | $ | 100,000 | 30,000 | $ | 4,000 | |||||||||||||
Billy R. Hughes | 2005 | $ | 165,667 | $ | 30,000 | 2,000 | $ | 3,399 | ||||||||||||
Senior Vice President — Sales and Marketing | 2004 | $ | 161,667 | $ | 30,000 | 5,000 | $ | 3,318 | ||||||||||||
2003 | $ | 157,833 | $ | 7,500 | 10,000 | $ | 3,234 | |||||||||||||
M. Michael Owens | 2005 | $ | 124,208 | $ | 18,000 | 4,500 | $ | 2,556 | ||||||||||||
Vice President and Chief Financial Officer | 2004 | $ | 120,708 | $ | 15,000 | 4,500 | $ | 2,508 | ||||||||||||
2003 | $ | 117,291 | $ | 4,000 | 12,000 | $ | 617 | |||||||||||||
Johnney G. Bowers | 2005 | $ | 150,025 | $ | 8,000 | — | $ | 3,086 | ||||||||||||
Vice President — Manufacturing | 2004 | $ | 146,750 | $ | 8,000 | 1,500 | $ | 3,009 | ||||||||||||
2003 | $ | 143,830 | $ | 2,000 | — | $ | 2,976 | |||||||||||||
Richard D. Murray | 2005 | $ | 117,375 | $ | 30,000 | 3,000 | $ | 3,305 | ||||||||||||
Vice President — Texas Lime | 2004 | $ | 114,792 | $ | 30,000 | 6,000 | $ | 2,423 | ||||||||||||
2003 | $ | 112,291 | $ | 5,000 | 6,000 | $ | 2,360 |
(1) | Bonuses were earned in the previous year and paid in the year shown. | |
(2) | Company contributions to the Company’s 401(k) plan and, for Mr. Byrne, $30,000 payment in lieu of the Company’s obligation to fund a life insurance or retirement arrangement. |
Potential Realizable Value at | ||||||||||||||||||||||||
Assumed Annual Rates of Stock | ||||||||||||||||||||||||
Individual Grants | Price Appreciation for Option Term | |||||||||||||||||||||||
Number of | % of Total | |||||||||||||||||||||||
Securities | Options | |||||||||||||||||||||||
Underlying | Granted to | Exercise | ||||||||||||||||||||||
Options Granted | Employees in | Price | Expiration | 5% | 10% | |||||||||||||||||||
Name | (#) | Fiscal Year | ($/Sh) | Date | ($) | ($) | ||||||||||||||||||
Timothy W. Byrne | 30,000 | (1) | 38.7 | 26.47 | 12/30/15 | 499,500 | 1,265,700 | |||||||||||||||||
Billy R. Hughes | 2,000 | (2) | 2.6 | 13.16 | 2/03/15 | 16,560 | 41,940 | |||||||||||||||||
M. Michael Owens | 4,500 | (3) | 5.8 | 13.16 | 2/03/15 | 37,260 | 94,365 | |||||||||||||||||
Richard Murray | 3,000 | (3) | 3.9 | 13.16 | 2/03/15 | 24,840 | 62,910 |
(1) | Of the 30,000 options, 26,223 vested immediately upon grant, and 3,777 vest on December 30, 2006. | |
(2) | One-half of the options vest on each of February 3, 2006 and February 3, 2007. | |
(3) | One-third of the options vest on each of February 3, 2006, February 3, 2007, and February 3, 2008. |
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Shares | Value | Number of Securities | Value of Unexercised | ||||||||||||||||||||||||
Acquired on | Realized | Underlying Unexercised Options | In-the-Money Options | ||||||||||||||||||||||||
Name | Exercise (#) | ($)(1) | at Year-End (#) | at Year-End ($)(2) | |||||||||||||||||||||||
Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||||||||
Timothy W. Byrne | 50,000 | 703,000 | 86,223 | 3,777 | 1,149,900 | 0 | |||||||||||||||||||||
Billy R. Hughes | 25,000 | 348,950 | 24,500 | 4,500 | 463,115 | 71,395 | |||||||||||||||||||||
M. Michael Owens | 6,000 | 67,200 | 3,500 | 11,500 | 117,345 | 158,865 | |||||||||||||||||||||
Johnney G. Bowers | 4,000 | 39,200 | 18,500 | 1,000 | 349,415 | 17,910 | |||||||||||||||||||||
Richard D. Murray | 20,000 | 287,783 | 24,500 | 9,000 | 369,410 | 156,810 |
(1) | Market value of underlying securities on the date of exercise minus the exercise price. | |
(2) | Market value of underlying securities on December 31, 2005 minus the exercise price. |
Number of Shares | ||||||||||||
Number of Shares to be Issued | Weighted Average Exercise | Remaining | ||||||||||
Upon Exercise of Outstanding | Price of Outstanding | Available for | ||||||||||
Plan Category | Options, Warrants and Rights | Options, Warrants and Rights | Future Issuance | |||||||||
Equity compensation plans approved by security holders | 278,200 | $ | 11.97 | 140,500 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 278,200 | $ | 11.97 | 140,500 |
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Annual Retainer | $ | 15,000 | ||
Daily Meeting Fee | 1,000 | |||
Telephonic Meeting Fee | 500 | |||
Additional Annual Retainers: | ||||
Audit Committee Chairman | 12,000 | |||
Compensation Committee Chairman | 5,000 |
11
AMONG U.S. LIME & MINERALS, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
ASSUMES DIVIDENDS REINVESTED THROUGH
FISCAL YEAR ENDED DECEMBER 31, 2005
2000 | 2001 | 2002 | 2003 | 2004 | 2005 | |||||||||||||||||||
U.S. LIME & MINERALS, INC. | $ | 100.00 | 115.24 | 77.13 | 142.69 | 239.92 | 559.54 | |||||||||||||||||
PEER GROUP INDEX | $ | 100.00 | 135.11 | 112.36 | 155.78 | 208.57 | 258.92 | |||||||||||||||||
NASDAQ MARKET INDEX | $ | 100.00 | 79.71 | 55.60 | 83.60 | 90.63 | 92.62 |
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Audit | $ | 209,000 | ||
Audit-Related | 16,500 | |||
Tax | — | |||
Total | $ | 225,500 |
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UNITED STATES LIME & MINERALS, INC. | ||
Timothy W. Byrne | ||
Dallas, Texas | President and Chief Executive Officer | |
April 7, 2006 |
14
000004 | 000000000.000 ext 000000000.000 ext 000000000.000 ext | |||||
MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 | Least Address Line | 000000000.000 ext 000000000.000 ext 000000000.000 ext 000000000.000 ext C 1234567890 J N T | ||||
o | Mark this box with an X if you have made changes to your name or address details above. |
A | Election of Directors |
For All | Withhold All | For All Except | |||||
01-T. W. Byrne,02-R. W. Cardin, | o | o | o | ||||
03-A. M. Doumet,04-W. G. Irmscher, | |||||||
05-E.A. Odishaw |
(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.
B | Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. |
Signature 1 - Please keep signature within the box | Signature 2 - Please keep signature within the box | Date (mm/dd/yyyy) | ||
/ / |
n | 0 0 7 8 8 0 | 1 U P X | C O Y | + |
Proxy Solicited on Behalf of the Board of Directors
You are encouraged to record your vote on the following items of business to be brought before the Annual Meeting, but you need 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.)