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
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
UNITED STATES ANTIMONY COPORATION
(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 transactions applies:
______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
______________________________________________________________________________
(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:
_________________________________________________________________
UNITED STATES ANTIMONY CORPORATION
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Directors of United States Antimony Corporation (the
"Company"). The proxies solicited in connection with this proxy statement
will be used at the annual meeting of stockholders of the Company to be held
on October 3rd, 1997 at 10:30 AM, local time, at the Ramada Inn-Airport
located at the Spokane International Airport, Spokane, Washington, and at any
adjournment thereof, for the purposes set forth in the foregoing notice of
the meeting. Properly executed proxies received in time for the meeting will
be voted as specified therein. If either of the enclosed forms of proxy is
executed and returned, it may nevertheless be revoked by written notice to
either of the persons named as a proxy or the Secretary of the Company at any
time before it is exercised, by voting in person at the meeting or by giving
a later proxy. This proxy statement and the enclosed forms of proxy are being
mailed on or about September 11, 1997.
The Company's principal executive office is located at 1250 Prospect
Creek Rd., Box 643, Thompson Falls, Montana 59843, and its telephone number
is (406) 827-3523.
At the close of business on August 4, 1997 (the "Record Date:"), the
Company had outstanding and entitled to vote 13,284,018 shares of Common
Stock, $.01 par value (the "Common Stock"), and 4,500 shares of Series A
Preferred Stock, $.01 par value (the "Series A Preferred Stock"). The
holders of record of such shares on such date will be entitled to one vote at
the annual meeting for each share held by them. The holders of Common Stock
and the holders of Series A Preferred Stock will vote together as one class on
all matters presented at the annual meeting.
Form 10KSB for the year ended December 31, 1996, is enclosed with this
proxy statement.
MATTERS TO BE ACTED UPON
As of the date of this proxy statement, the Board of Directors of the Company
knows of no matters other than Proposals 1, and 2, described below, which
are likely to be presented for consideration at the annual meeting. However,
if any other matters should properly come before the meeting or any
adjournment thereof, the persons named in the enclosed proxy will have
discretionary authority to vote such proxy in accordance with their best
judgment on such matters and with respect to matters incident to the conduct
of the meeting. Votes will be counted at the meeting by an election judge to
be appointed by the Company prior to the meeting. An abstention or non vote
on a matter will not be counted for purposes of determining whether the
required vote necessary to approve such matter was received.
Proposal 1 - Election of Directors
At the meeting, three directors are to be elected to hold office until
the 1998 annual meeting of stockholders or until their successors are elected
and qualified. The Company's Articles of Incorporation, as amended, provides
that the number of directors shall be fixed by the Board of Directors, but
shall not be less than three members. The Board of Directors is now comprised
of three members, as fixed by the Board of Directors, The nominees for
consideration by holders of Common Stock and Series A Preferred Stock are
identified below under "Management".
Proxies for shares of Common Stock and Series A Preferred Stock may not
be voted for a greater number of persons than the number of nominees named in
this proxy statement. It is the intention of the persons named in the
enclosed forms of proxy to vote such proxy FOR the election of the nominees
named below unless authorization is withheld on the proxy. Management does
not contemplate that any nominee will be unable or unwilling to serve as a
director or become unavailable for any reason, but if such should occur before
the meeting, a proxy voted for any such individual will be voted for another
nominee to be selected by management.
The enclosed forms of Common Stock and Series A Preferred Stock proxies
provide a means for holders of Common Stock and Series A Preferred Stock to
vote for all of the nominees listed therein, to withhold authority to vote for
one or more of such nominees or to withhold authority to vote for all such
nominees. Each properly executed proxy received in time for the meeting will
be voted as specified therein. If a holder of Common Stock or Series A
Preferred Stock does not specify otherwise, the shares represented by such
stockholder's proxy will be voted for the nominees listed therein or, as noted
above, for other nominees selected by management. The withholding of
authority or abstention will have no effect upon the election of directors by
holders of Common Stock and Series A Preferred Stock because under Montana law
directors are elected by a plurality of the votes cast, assuming a quorum is
present. Pursuant to the Company's Bylaws, the amount of stock that is
present at the meeting, regardless of the proportion thereof, shall
constitute a quorum. The shares held by each holder of Common Stock and
Series A Preferred Stock who signs and returns the enclosed form of Common
Stock or Series A Preferred Stock proxy, as applicable, will be counted for
purposes of determining the presence of a quorum at the meeting.
Directors, Executive Officers, Promoters and Control Persons, Compliance
with Section 16(a) of the Exchange Act
Identification of Directors and Executive Officers are as follows:
Affiliation
Name Age with Registrant Expiration of Term
John C. Lawrence 58 President, Director Annual meeting
Robert A. Rice 72 Director Annual meeting
Walter L. Maguire, Sr 75 Director Annual meeting
During the year ended December 31, 1996, Walter L. Maguire, Jr. resigned as a
director of the Company. Walter L. Maguire, Sr. is the father of Walter L.
Maguire, Jr.
The Company is not aware of any involvement in certain legal proceedings by
its directors or executive officers during the past five years that are
material to an evaluation of the ability or integrity of such director or
executive officer.
Business Experience of Directors and Executive Officers:
John C. Lawrence. Mr. Lawrence has been the President and a Director of the
Company since its inception. Mr. Lawrence was the President and a Director of
AGAU Mines, Inc., the predecessor of the Company, since the inception of AGAU
Mines, Inc., in 1968.
Robert A. Rice. Mr. Rice is a metallurgist, having been employed by the
Bunker Hill Company, a wholly owned subsidiary of Gulf Resources and Chemical
Corporation at Kellogg, Idaho, as Senior Metallurgist and Mill Superintendent
until his retirement in 1965. Mr. Rice is President of Intermountain Mineral
Engineers, Inc., the operating partner of the prior joint venture between the
Registrant and Intermountain Mineral Engineers, Inc. Mr. Rice has been
affiliated as a Director of the Registrant since 1975.
Walter L. Maguire, Sr. Mr. Maguire is a resident of Keller, Virginia. He is a
1943 graduate of Yale University and a 1948 graduate of Columbia School of
Business with an MBA degree. His past business experience includes natural
resource exploration and development, securities and underwriting, real estate
development and plastics research. He is the president of the Maguire
Foundation, a private educational foundation and has been a Director of the
Company since February 1989.
The Registrant does not have standing audit, nominating or compensation
committees of the Board of Directors or committees performing similar
functions, but does, however, have one financial committee to monitor the
Company's financial activities.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and stockholders holding more than 10% of the
Company's common stock are required by the regulation to furnish the Company
with copies of all Section 16(a) forms they have filed.
Based on information received by the Company, Messrs. Lawrence, Rice, Maguire,
Sr., and Maguire, Jr., did not timely file a Form 4 upon receipt of annual
stock compensation as directors of the Company.
Executive Compensation
Summary compensation for the Company's principal executive officer is as
follows:
Name and Position Year Salary Other Compensation
(1)
John C. Lawrence, 1996 $72,000 $4,154
President 1995 53,402 3,080
1994 48,000 2,769
(1) Represents earned but unused vacation.
There was no other long-term compensation or awards given Mr. Lawrence during
the years reported on above.
Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners:
As of the close of business on March 31, 1997, the following persons
own beneficially more than 5% of the outstanding voting securities of the
Company:
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class(1)
Common stock Maguire Family and related
entities as a group 1,853,917(2) 14%
c/o Walter L. Maguire, Sr.
P.O. Box 129
Keller, VA 23401
Common stock John C. Lawrence and related 1,135,461 9
family members
P.O. Box 643
Thompson Falls, MT 59873
Common stock The Dugan Family 1,735,942(3) 13
c/o A. W. Dugan
1415 Louisiana Street, Suite 3100
Houston, TX 77002
Preferred
Series A A. Gordon Clark, Jr. 4,500(4) 100
stock 2 Musket Trait
Simsbury, CT 06070
(1) Percent of ownership is based upon 13,604,434 shares of common stock
and exercisable warrants and 4,500 shares of Series A preferred stock
outstanding at March 31, 1997.
(2) Includes 206,000 warrants to purchase common stock.
(3) Includes 200,000 warrants to purchase common stock.
(4) The outstanding preferred shares carry voting rights to vote
for the election of directors.
(b) Security Ownership of Management:
Amount of Percent of
Title of Class Name of Beneficial Owner Beneficial Ownership Class (1)
Common stock Walter L. Maguire, Sr. 1,634,362 12
Common stock John C. Lawrence 1,060,461 8
Common stock Robert A. Rice 92,200 1
Proposal 2 - Conversion of subordinated convertible and convertible
debentures
and director debt into Series C convertible preferred stock
At the annual meeting, the holders of Common Stock and the Holders of
Series A Preferred Stock will be asked to consider and act upon a resolution
to approve a proposal made to the holders of subordinated convertible and
convertible debentures and director debt holders to convert the unpaid
principal balance and accrued interest due into Series C convertible preferred
stock of the Company. Information as to the background of the debenture
issues and specific terms of the conversion proposal is included in the
paragraphs that follow:.
Subordinated Convertible and Convertible Debentures
On April 15, 1985 and May 2, 1988, the Company issued $300,000 of
convertible debentures and $350,000 of subordinated convertible debentures,
respectively. Both debenture issues were unsecured, convertible into common
stock of the Company at any time prior to their maturity date and required
semiannual interest payments of 10%. At December 31, 1996 and 1995, the
Company had amounts due the Walter L. Maguire 1935 Trust, an entity whose
beneficiaries include Walter L. Maguire, Sr., and Walter L. Maguire, Jr.,
stockholders of the Company, totaling $335,000 consisting of subordinated
convertible debentures of $135,000 and $200,000 in convertible debentures.
Walter L. Maguire, Sr., is also a director of the Company. The Company also
had $215,000 of subordinated convertible debentures outstanding to other
stockholders and individuals at December 31, 1996 and 1995.
The convertible and subordinated convertible debentures were scheduled to
mature on April 14, 1991 and April 14, 1993, respectively. No interest or
principal payments have been made on either debenture issue since 1989, and
the debentures are in default. The debenture agreements provided that in the
event of default, the principal could be declared due by not less than 51% of
the debenture holders.
On February 21, 1996, a proposal was submitted to the holders of
defaulted convertible and subordinated convertible debentures offering an
opportunity to convert their debenture principal and accrued interest into
common stock of the Company. On August 8, 1996, the proposal was revised to
offer debenture holders conversion rights into a Series C preferred stock that
would be convertible into common stock of the Company. The proposal offered to
issue one share of convertible Series C preferred stock for every $.55 of
defaulted principal and accrued interest to December 31, 1996 associated
with both classes of debentures. The preferred stock would have the same
voting rights as common stock and contain the following features:
(i)One-to-one conversion into common stock of the Company for a
period of 18 months.
(ii)A liquidation preference subject to the preferences of the
Company's outstanding Series A and B preferred stocks.
(iii)20% of the underlying common stock shall have "piggyback"
registration rights when, and if, the Company files a registration statement.
The proposal also gave each debenture holder agreeing to convert the principal
balance of his or her debt and at least 70% of the accrued interest on or
before January 1, 1997 the option of:
(i)receiving the remaining unconverted portion of accrued interest
in the form of quarterly cash payments in proportion to the holder's relative
amount of accrued interest with respect to total converted accrued interest
from a "sinking fund" of $5,000 per month contributed from an irrevocable
assignment of gross revenues that would be administered by the First State
Bank, or
(ii)receiving one warrant to purchase common stock of the Company
for every $.55 of accrued interest converted to the preferred stock in excess
of 70% of the accrued interest converted on each debenture. Said warrant would
be exercisable at $.70 per share for a period of three years.
Proposal 2 - Conversion of subordinated convertible and convertible debentures
and director debt into Series C convertible preferred stock, Continued
The proposal is contingent upon its ratification by the Company's
stockholders at their annual meeting in 1997 and each debenture holder's
review of the Company's audited financial statements.
In connection with the proposal made to debenture holders, proposals with
identical terms were offered to each creditor/director of the Company by the
other unrelated directors to convert their debts and accrued interest thereon
into Series C preferred stock. All of the proposals to convert debt and
accrued interest were accompanied by an acknowledgment indicating the debt
holder's intent to convert or not convert their debts contingent upon review
of the Company's audited financial statements and ratification of the proposal
by the Company's stockholders.
As of December 31, 1996, the following acknowledgments had been
received by the Company:
Balance Outstanding
as of December 31, 1996
Accrued
Principal Interest Total
John C. Lawrence, Director $553,954 $285,652 $839,606
Robert A. Rice, Director 28,768 5,680 34,448
Walter L. Maguire, Sr., Director 27,000 27,000
Convertible debentures 100,000 67,124 167,124
Subordinated convertible
debentures 190,000 127,536 317,536
------- ------- -------
Totals $899,722 $485,992 $1,385,714
======= ======= =======
Effect of debt conversion on stockholders' equity
The table below illustrates the dilutive effect of the conversion of
director and debenture debt on stockholders' equity. The table assumes the
conversion of 100% of the debt eligible for conversion into Series C
convertible preferred stock. The table also assumes that 100% of the accrued
interest on eligible debts as of December 31, 1996, is converted into Series C
convertible preferred stock and the maximum number of warrants issuable
pursuant to the debt conversion proposal will be issued.
All principal and accrued interest balances are as of December 31, 1997,
actual principal balances of certain director debt has changed as a result
of payments made by the Company since December 31, 1996.
Series C Common
Accrued Preferred Stock Stock Purchase
Debtor Principal Interest Issuable Warrants
Issuable
Directors:
- ---------
John C. Lawrence $553,954 $285,652 1,526,556 155,810
Walter L. Maguire, Sr. 27,000 49,091
Robert A. Rice 28,768 5,680 62,643 3,098
Debentures:
- ----------
Convertible $300,000 $231,369 966,125 126,201
Subordinated
Convertible 350,000 275,219 1,136,762 150,119
Proposal 2 - Conversion of subordinated convertible and convertible debentures
and director debt into Series C convertible preferred stock, Continued
At December 31, 1996, the Walter L. Maguire 1935 Trust, an entity
whose beneficiaries include Walter L. Maguire Sr., a director and stockholder,
held $200,000 in Convertible Debentures and $135,000 in Subordinated
Convertible Debentures. Accrued interest totaled $263,648 on the
Maguire Trust debentures at December 31, 1996. If 100% of the Maguire Trust
principal and accrued interest were converted, 1,088,451 shares of Series C
Preferred Stock and 143,808Common Stock Purchase Warrants would be issuable
to the Trust.
In 1997 the Board of Directors voted to waive the conversion or
accrual of any interest on principal balances due directors subsequent to
December 31, 1996 conditioned upon a similar waiver of accrued interest by
debenture holders subsequent to December 31,1996.
STOCKHOLDER PROPOSALS FOR THE
1998 ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders must be received by the Company at its principal
executive office at P.O. Box 643 Thompson Falls, MT. 59873, by December 31,
1997 for inclusion in the Company's proxy statement and form of proxy
relating to the 1998 annual meeting of stockholders.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Coopers and Lybrand LLP served as the Company's principal independent public
accountants for 1996. The Company has not yet selected it's independent
public accountants for 1997.
OTHER MATTERS
The cost of solicitation of proxies in the accompanying form will be paid by
the Company, In addition to solicitation by use of the mails, certain
officers and employees of the Company may solicit the return of proxies by
telephone, telegram or personal interviews.
By Order of the Board of Directors
John C. Lawrence
President and Secretary
UNITED STATES ANTIMONY CORPORATION
PROXY
ANNUAL MEETING OF STOCKHOLDERS
October 3, 1997
The undersigned hereby constitutes and appoints John C. Lawernce, with power
of substitution, to represent and vote on behalf of the undersigned all of
the shares of United States Antimony Corporation which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held at the Ramada
Inn-Airport at Spokane International Airport on October 3, 1997 at 10:30 AM,
PDT, including any adjournments thereof.
PLEASE MARK THE FOLLOWING WITH AN "X"
Proposal 1. Election of Directors (by Cumulative voting rights)
The Board of Directors is elected by the process of cumulative voting. Under
cumulative voting systems, each shareholder has a number of votes that is
equal to the number of voting shares he or she owns multiplied by the number
of Directors to be elected.
For example, a person who owns one hundred (100) shares would multiply the
number of shares owned times the three (3) directors to be elected. The
shareholder would have three hundred (300) votes to vote for or against each
Director nominated for the Board of Directors. The votes could be
concentrated on one person or distributed among others as he or she sees
fit.
Total votes available to cast for the election of Directors may be calculated
as follows:
Number of Shares ___________
Directors to be elected ___________
Total Number of Votes ___________
(Multiply number of Shares by Directors to be elected
(3) to arrive at total Votes)
Names of Nominees Votes cast
For Against Abstain
Robert A. Rice _____ _____ _____
Walter L. Maguire Sr. _____ _____ _____
John C. Lawrence _____ _____ _____
Proposal 2. Approval of a proposal to convert subordinated convertible and
convertible debentures and director debt into Series C convertible stock.
[ ] For [ ]Against [ ] Abstain
PLEASE VOTE, DATE AND SIGN YOUR NAME(S) EXACTLY AS PRINTED ON THIS PROXY,
indicating where applicable, official position or representative capacity.
_____________________________________
Signature
______________________________________
Date