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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Goldfield 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)(1)
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:/ /
The Goldfield Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 1997
To Our Stockholders:
Notice is hereby given that the Annual Meeting of the
Stockholders of The Goldfield Corporation has been called and will
be held at the Melbourne Airport Hilton, 200 Rialto Place, Venezia
Room, Melbourne, Florida 32901, on June 3, 1997 at 9:00 a.m. for the
following purposes:
1. The election of five directors.
2. The ratification of the appointment of KPMG Peat Marwick LLP as
independent certified public accountants for the year 1997.
3. The transaction of such other business as may lawfully come
before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on April
22, 1997 will be entitled to vote at the meeting. The transfer
books of the Company will not be closed.
By Order of the Board of Directors
JOHN M. STARLING
Secretary
Melbourne, Florida
April 29, 1997
If you are unable to attend the meeting in person, you are
requested by the Board of Directors of the Company to date, sign,
and return the enclosed proxy in the enclosed envelope. No postage
is necessary if mailed in the United States. In the event you later
decide to attend the meeting, you may, if you desire, revoke your
proxy and vote your shares in person.
The Goldfield Corporation
Suite 500, 100 Rialto Place
Melbourne, Florida 32901
(407) 724-1700
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
June 3, 1997
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of The Goldfield
Corporation (the "Company") to be voted at the Annual Meeting of
Stockholders of the Company to be held on June 3, 1997, at 9:00
a.m., and at any and all adjournments thereof. The meeting will be
held for the purposes set forth in the notice and in this proxy
statement. This proxy statement and the accompanying annual report
are being mailed to stockholders on April 29, 1997.
RECORD DATE, SHAREHOLDERS ENTITLED TO VOTE AND REQUIRED VOTE
The stock transfer books will not be closed. As of March 31,
1997 the Company had outstanding 26,854,748 shares of Common Stock,
par value $.10 per share (the "Common Stock"), and 339,407 shares of
Series A 7% Voting Cumulative Convertible Preferred Stock, par value
$1.00 per share (the "Series A Preferred Stock"). Each outstanding
share of Common Stock and Series A Preferred Stock is entitled to
one vote. Only holders of record of outstanding shares of the
Company at the close of business on April 22, 1997 will be entitled
to vote at the Annual Meeting of Stockholders on June 3, 1997.
The affirmative vote of the holders of a majority of the shares
present in person or represented by proxy and entitled to vote at
the meeting is necessary for approval of the proposal with respect
to the selection of auditors. The election of directors requires a
plurality vote.
Each stockholder entitled to vote at the meeting has the right
to vote his shares cumulatively for the election of directors; that
is, each stockholder will be entitled to cast as many votes as there
are directors to be elected multiplied by the number of shares of
Common Stock and Series A Preferred Stock registered in his name on
the record date, and to cast all such votes for one candidate or to
distribute such votes among the nominees for the office of director
in accordance with his choice. A stockholder who wishes to vote by
proxy and exercise his cumulative voting rights should advise the
Board of Directors in writing how he wishes to have his votes
distributed among the nominees for directors. Such written
instructions should accompany the proxy card or cards to which they
relate.
Holders of the Series A Preferred Stock are entitled to the same
voting rights as holders of the Common Stock. In addition, they have
certain voting rights not held by holders of the Common Stock, such
as controlling voting rights with respect to certain mergers, sales
and amendments to the Company's Certificate of Incorporation.
Although not so intended, such voting rights might be considered as
having the effect of discouraging an attempt by another person or
entity to effect a takeover or otherwise gain control of the
Company.
SOLICITATION, REVOCATION AND VOTING OF PROXIES
This solicitation is made on behalf of the Board of Directors
of the Company. The cost of soliciting proxies will be borne by the
Company, and the Company will reimburse all bankers, brokers and
other custodians, nominees and fiduciaries for forwarding proxies
and proxy materials to the beneficial owners of the shares. In
addition to solicitation by mail, solicitation of proxies may be
made personally or by telephone or other means by regular employees
of the Company. Morrow & Co., Inc., 909 Third Avenue, 20th Floor,
New York, New York 10022, has been retained to assist in the
solicitation of proxies at a cost not to exceed $7,000 plus
out-of-pocket expenses.
You are requested to sign and complete the accompanying proxy
and return it in the enclosed envelope. If the proxies are signed
with a preference indicated, the proxies will be voted accordingly.
If no directive is given with respect to each proposal, the proxies
will be voted (1) FOR the election of the nominees for directors named
herein and (2) FOR the ratification of the appointment of KPMG Peat
Marwick LLP as independent certified public accountants for the year
1997.
The proxy may be revoked by the stockholder at any time prior
to the exercise thereof by filing with the Secretary of the Company
a written revocation or a duly executed proxy bearing a later date.
The proxy shall be suspended if the stockholder shall be present at
the meeting and elects to vote in person.
At the date hereof, management of the Company has no knowledge
of any business other than that described in the notice for the
meeting which will be presented for consideration at such meeting.
If any other business should come before such meeting, the persons
appointed by the enclosed form of proxy shall have discretionary
authority to vote such proxies as they shall decide.
ITEM 1.
ELECTION OF DIRECTORS
It is intended that the shares represented by the accompanying
proxy will be voted, if not otherwise indicated by the stockholder,
for the election of the five nominees for director listed below
(each of whom is at present a director of the Company) to serve for
one year or until their successors are elected.
Information About Nominees
Reference is made to the information set forth below as to the
stock ownership of the nominees. The following table sets forth with
respect to each nominee the office presently held by him with the
Company, or his principal occupation if not employed by the Company,
the year in which he first became a director of the Company and his
age.
Principal Occupation Director
Name For the Last Five Years Since Age (1)
John P. Fazzini Real Estate Developer; 1984 52
President of Bountiful Lands, Inc.
(real estate development corporation)
since 1980.
Danforth E. Leitner Real Estate Broker; Real Estate 1985 56
Appraiser; President of The
Leitner Company (real estate
brokerage and appraisal
corporation) since 1984.
James Sottile Chairman of the Board 1969 83
of Directors of the Company
since 1971.
John H. Sottile(2) President of the Company since 1983 49
1983 and Chief Executive Officer
of the Company since 1985.
John M. Starling Secretary of the Company since 1971 67
March 1996; and of Counsel to
the law firm of Severs, Stadler
& Harris, P.A., since January 1995
and a member of the law firm of
Holland, Starling, Severs, Stadler
& Friedland, P.A. from 1963 to
December 1994.
(1) As of December 31, 1996.
(2) John H. Sottile is the son of James Sottile, Chairman of the Board
of Directors.
If any of the foregoing nominees should withdraw or otherwise
become unavailable, which the Board of Directors does not presently
anticipate, it is intended that proxies will be cast for such person
or persons as the Board of Directors may designate in place of such
nominees.
Directors who are also employees of the Company are not paid any
fees or other remuneration for service on the Board or on any Board
committee. During 1996, each non-employee director received an
annual fee of $12,000, payable $1,000 per month.
Committees and Meetings of the Board of Directors
During 1996, the Board of Directors met four times. The Board
of Directors has, among others, the following committees: an Audit
Committee, a Compensation Committee and a Nominating Committee.
The Audit Committee, which monitors the activities of the
Company's independent accountants and its accounting department and
reports on such activities to the full Board of Directors, consists
of John M. Starling, Danforth E. Leitner and John P. Fazzini.
During 1996, the Audit Committee held one meeting.
The Compensation Committee reviews the compensation of the
executive officers of the Company and makes recommendations to the
Board of Directors regarding such compensation. The members of the
Compensation Committee are John M. Starling and John P. Fazzini.
The Compensation Committee held one meeting during 1996.
The Nominating Committee recommends qualified candidates for
election to the Board of Directors of the Company, including the
slate of directors which the Board of Directors proposes for
election by stockholders at the Annual Meeting. The Nominating
Committee consists of John M. Starling, John H. Sottile and Danforth
E. Leitner. During 1996, the Nominating Committee held one meeting.
The Nominating Committee is not precluded from considering
written recommendations for nominees from stockholders. Such
recommendations for the 1998 election of directors, together with a
description of the proposed nominee's qualifications and other
relevant biographical information, should be sent to the Secretary
of the Company prior to December 30, 1997.
During 1996, no incumbent director attended fewer than 100% of
the total number of meetings of the Board of Directors and all
Committees of the Board that he was eligible to attend.
The Board of Directors unanimously recommends a vote "FOR" the
re-election of James Sottile, John H. Sottile, John P. Fazzini,
Danforth E. Leitner and John M. Starling.
ITEM 2.
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors of the Company has appointed the firm of
KPMG Peat Marwick LLP as its independent certified public
accountants for the year ended December 31, 1997, subject to the
appointment being ratified by the Company's stockholders. KPMG Peat
Marwick LLP (including a predecessor firm, W. O. Daley & Company)
has been serving the Company and its subsidiaries for the past
thirty-four years.
A representative of KPMG Peat Marwick LLP is expected to be
present at this year's Annual Meeting of Stockholders, at which time
he will be given an opportunity to make a statement and is expected
to be available to respond to appropriate questions. The appointment
of KPMG Peat Marwick LLP was made upon the recommendation of the
Audit Committee, a majority of which is composed of independent
directors who are not officers or otherwise employed by the Company. If
the stockholders do not ratify the selection of KPMG Peat Marwick LLP,
the selection of independent certified public accountants will be
reconsidered by the Board of Directors of the Company.
The Board of Directors unanimously recommends a vote "FOR" the
ratification of the appointment of KPMG Peat Marwick LLP as
independent certified public accountants of the Company.
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1997, persons
who beneficially own 5% or more of the outstanding shares of Common
Stock and Series A Preferred Stock of the Company.
Amount Beneficially Owned (1)
Common
Obtainable Upon Percent of Class Percent
Beneficial Conversion of Preferred Preferred of Voting
Owners Common Preferred Series A Common Series A Securities
(2) (3) (1) (4)
(a) Holders of
more than 5%
(other than
Directors):
Suzanne S. Guanci
1130 Placetas
Avenue
Coral Gables,
FL 33134 33,043 28,860 8.50% 0.12%
Linda S. Hammond
1202 Pawnee
Terrace
Indian Harbor
Beach, FL 32937 103,044 90,000 26.52% 0.38%
Mary H. Leitner
2344 Brookside
Drive
Indialantic, FL
32903 49,130 21,188 18,506 0.18% 5.45% 0.26%
(b) Directors
and Executive
Officers:(5)
John P. Fazzini 100
Patrick S. Freeman 200
Danforth E. Leitner 600
James Sottile 1,751 0.01% 0.01%
John H. Sottile 372,087 225,360 196,833 1.39% 57.99% 2.21%
John M. Starling 1,000
(c) All Officers and
Directors as a
group (9 in
number): 375,738 225,360 196,833 1.40% 57.99% 2.22%
(1) Includes holdings of spouses, minor children, relatives and spouses of
relatives living in the same household, even though beneficial ownership
is disclaimed.
(2) Excludes shares of Common Stock obtainable upon conversion of Series A
Preferred Stock.
(3) Each share of Series A Preferred Stock is currently convertible into
1.144929 shares of Common Stock.
(4) In accordance with SEC rules, the percentage shown opposite the name of
each person or group has been computed assuming the conversion of any
Series A Preferred Stock held by such person or group but that no
conversions by others have occurred.
(5) Stephen R. Wherry, Vice President, Treasurer and Chief Financial Officer
of the Company, Romey A. Taylor, Chairman of the Board of the Company's
electrical construction subsidiary and Robert L. Jones, President of the
Company's electrical construction subsidiary, do not own any Common Stock
or Series A Preferred Stock of the Company.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the
"SEC") and the American Stock Exchange initial reports of ownership
and reports of changes in ownership of Common Stock and Series A
Preferred Stock of the Company. Copies of all such reports filed
with the SEC are required to be furnished to the Company. Based
solely on the Company's review of the copies of such reports it has
received, the Company believes that all of its officers, directors
and greater than ten percent beneficial owners complied with all
filing requirements applicable to them with respect to transactions
during the year ended December 31, 1996.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the cash
compensation paid to the Company's Chief Executive Officer and
executive officers, including two executive officers of
subsidiaries, whose compensation exceeded $100,000 during the years
ended December 31, 1996, 1995 and 1994. The information provided
under the heading "Executive Compensation" is that required by
"small business issuers" as defined by the rules of the SEC.
Summary Compensation Table
Annual Compensation All Other
Salary Bonus Compensation
Name and Principal Position Year ($) ($) ($)(1)
John H. Sottile 1996 326,290 - 4,500
President & Chief 1995 234,000 - 4,500
Executive Officer 1994 256,500 - -
Patrick S. Freeman 1996 112,500 12,500 3,750
President of mining 1995 112,500 - 3,375
subsidiaries 1994 112,500 12,500 -
Robert L. Jones (2) 1996 91,731 34,246 2,752
President of electrical
construction subsidiary
Stephen R. Wherry 1996 88,250 12,500 3,022
Vice President, Treasurer 1995 83,958 - 2,519
and Chief Financial Officer 1994 79,688 10,660 -
(1) All other compensation for 1996 and 1995 includes company
contributions to the Company's Cash Deferred Profit-Sharing Plan.
(2) Robert L. Jones was deemed an executive officer beginning in 1996.
Mr. Jones's bonus for 1996 was paid in 1997.
The persons named in the foregoing table, together with John M.
Starling, Secretary of the Company and Romey A. Taylor, Chairman of
the Company's electrical construction subsidiary are all the
executive officers of the Company. Information concerning the
executive officers (other than Messrs. Freeman, Jones and Taylor) is
set forth in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996. Mr. Freeman, 50, has been President of the
Company's mining subsidiaries since 1988. Mr. Jones, 49, has served
as President of the Company's electrical construction subsidiary
since September 11, 1995. Mr. Jones had been Vice President of the
Company's electrical construction subsidiaries since 1981. Mr.
Taylor, 63, has served as Chairman of the Board of the Company's
electrical construction subsidiary since September 11, 1995. Mr.
Taylor had been President of the Company's electrical construction
subsidiaries since 1972.
On January 15, 1985 the Company entered into an employment
agreement with John H. Sottile. Such agreement, as amended on
February 25, 1986, September 23, 1988, February 27, 1990, January
29, 1992 and September 15, 1995 expires on December 31, 2005 and
currently entitles him to be paid $200,000 per year, subject to
future annual increases, if any, in the Consumer Price Index
("CPI"). As a result of increases in the CPI since 1985, such
contract would currently entitle Mr. Sottile to a salary of
$301,100. If his employment is terminated (which will be deemed to
have occurred if he is relocated), he is entitled to receive, within
ten days of such notice of termination, an amount equal to the full
cash salary that he would have received in the absence of such
termination from the date of such termination through December 31,
2005. In the event of permanent disability or death, he or his
estate will be entitled to his salary through the end of the month
of his permanent disability or death and for one year thereafter. In
addition, on January 1, 1986, a subsidiary of the Company entered
into an employment agreement with Mr. Sottile. Such agreement, as
amended on September 13, 1988, January 29, 1992 and September 11,
1995, provides for continuous employment until December 31, 2005 and
from year to year until terminated and entitles him to be paid
$50,000 per year. If his employment is terminated without cause
(which will be deemed to have occurred if he is relocated), he is
entitled to receive his full cash salary from the date of such
termination through December 31, 2005. In the event of permanent
disability or death, he or his estate will be entitled to his salary
for one year.
Employee Benefit Agreements
Beginning in 1989, the Company entered into employee benefit
agreements with Messrs. Sottile, Freeman, Jones and Wherry in
addition to certain other employees of the Company and its
subsidiaries. Under the terms of the agreements, the Company buys
life insurance policies that build cash surrender value while also
providing life insurance benefits for the employee. The Company is
entitled to a refund of all previously paid premiums or the cash
surrender value of the policy, whichever is lower, if the agreement
is terminated prior to the employee attaining the age of 65. After
an employee reaches age 65, the Company is entitled to a refund of
all previously paid premiums in ten annual installments. In the
event of death, the Company will immediately be entitled to a refund
of all previously paid premiums. The Company may terminate the
agreements at any time by giving written notice to the employee.
OTHER MATTERS
Management does not intend to present any other business at the
meeting nor is it aware that any stockholder intends to do so. If,
however, any matters are properly brought before the meeting,
persons named in the accompanying proxy will vote thereon in
accordance with their best judgment.
1998 STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 1998 Annual Meeting
must be received by the Company no later than December 30, 1997 to
be considered for inclusion in the Proxy Statement and Proxy for
such meeting.
By Order of the Board of Directors
John M. Starling
Secretary
Dated: April 29, 1997
* * *
The Annual Report to Stockholders for the year ended December
31, 1996, which includes financial statements, is being mailed
concurrently to stockholders. The Annual Report does not form any
part of the material for the solicitation of proxies.
A copy of the Company's Annual Report on Form 10-K for its
fiscal year ended December 31, 1996 filed with the Securities and
Exchange Commission is available without charge to those
stockholders who wish more detailed information concerning the
Company. If you wish a copy of the Form 10-K, please write to: The
Goldfield Corporation, Suite 500, 100 Rialto Place, Melbourne,
Florida 32901.
THE GOLDFIELD CORPORATION
PROXY
Annual Meeting of Stockholders to be Held on June 3, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John H. Sottile and John M.
Starling, and each of them, jointly and severally, proxies, with
full power of substitution, to vote with the same force and effect
as the undersigned at the Annual Meeting of the Stockholders of The
Goldfield Corporation to be held at the Melbourne Airport Hilton,
200 Rialto Place, Venezia Room, Melbourne, Florida 32901 on June 3,
1997 at 9:00 a.m., and any adjournment thereof, upon the matters set
forth on the reverse hereof and upon such other matters as may
properly come before the meeting, all in accordance with notice and
accompanying proxy statement for said meeting, receipt of which is
acknowledged.
This proxy will be voted as directed. If no direction is
indicated, the proxy will be voted FOR the election of Directors;
FOR the appointment of KPMG Peat Marwick LLP as independent public
accountants; and to grant authority to vote on such other matters as
may come before the meeting.
The Goldfield Corporation
P.O. Box 11168
New York, NY 10203-0168
The Board of Directors recommends a vote "FOR" proposals 1, 2 and 3.
1. Election of Directors
/ / FOR all nominees listed below
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
/ / *EXCEPTIONS
Nominees: John P. Fazzini, Danforth E. Leitner, James Sottile, John
H. Sottile, John M. Starling.
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark the "Exceptions" box and write that nominee's name in
the space provided below.)
*Exceptions / /
2. Proposal to approve the appointment of KPMG Peat Marwick LLP as
independent public accountants of the Company for the fiscal year
ending December 31, 1997.
/ / FOR
/ / AGAINST
/ / ABSTAIN
3. Such other matters as may come before the meeting.
/ / AUTHORITY GRANTED
/ / WITHHELD
The undersigned revokes all other proxies relating to the shares
covered hereby.
/ / Change of Address and or Comments Mark Here
Please sign exactly as name appears on this proxy. If stock is in
the name of two or more persons, each should sign. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee, guardian, or other fiduciary capacity,
please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officers. If
a partnership, please sign in partnership name by authorized person.
Dated: / /, 1997
/ / (L.S.)
/ / (L.S.)
(Signature of Stockholder)
Votes MUST be indicated (x) in Black or Blue ink.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.