FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark
One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ---- SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended June 30, 1996
- ---- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____ to ____
Commission File Number 0-13928
U.S. GLOBAL INVESTORS, INC.
(FORMERLY UNITED SERVICES ADVISORS, INC.)
(Exact name of registrant as specified in its charter)
7900 CALLAGHAN ROAD, SAN ANTONIO, TX 78229
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 210-308-1234
Texas 74-1598370
(State of Organization) (I.R.S. Employer Identification No.)
----------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, PAR VALUE $0.05 PER SHARE
Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
Registrant on September 9, 1996 was $476,324 Registrant's only voting stock is
Class C Common Stock, par value $0.05 per share, for which there is no active
market. The 171,348 shares of Class C Common Stock held by non-affiliates were
valued at the average of the closing bid and asked prices of Registrant's Class
A Common Stock as reported by NASDAQ, which was $2.69 per share.
On September 9, 1996 there were 564,352 shares of Registrant's Class C Common
Stock outstanding, no shares of Registrant's Class B non-voting common shares
outstanding, and 6,219,422 shares of Registrant's Class A Common Stock issued
and 6,042,476 shares of Registrant's Class A Common Stock issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
1996 are incorporated by reference in Part I, Item 1 and Part II, Items 6, 7 and
8 of this Form 10-K.
TABLE OF CONTENTS
Page
Part I
Item 1. Business.............................................................3
Item 2. Properties...........................................................3
Item 3. Legal Proceedings....................................................3
Item 4. Submission of Matters to a Vote of Security Holders..................3
Part II
Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters..................................................3
Item 6. Selected Financial Data..............................................4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................................4
Item 8. Financial Statements and Supplementary Data..........................4
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.................................................5
Part III
Item 10. Directors and Executive Officers of the Registrant...................5
Item 11. Executive Compensation...............................................8
Item 12. Securities Ownership of Certain Beneficial Owners and Management....13
Item 13. Certain Relationships and Related Transactions......................14
Part IV
Item 14. Exhibits and Reports on Form 8-K....................................15
Signatures....................................................................19
2
PART I
ITEM 1. BUSINESS.
There is incorporated in this Item 1 by reference that portion of the U.S.
Global Investors, Inc. (formerly United Services Advisors, Inc.) ("USGI," the
"Company" or "Registrant") Annual Report to shareholders, attached to this Form
10-K as Exhibit 13, appearing under the caption "The Company."
ITEM 2. PROPERTIES.
The Company presently occupies an office building with approximately 46,000
square feet and approximately 2.5 acres of land. The Company purchased this
building from the Resolution Trust Corporation on February 28, 1992, for
$1,018,165 (which included closing costs). To finance acquisition and
improvements, the Company obtained a bank loan in the amount of $1,425,000 and
refinanced the note during fiscal year 1994. (See Notes E and I to the
Consolidated Financial Statements incorporated by reference from the Company's
1996 Annual Report to Shareholders in Item 8 of this Form 10-K.) The Company
moved to its new headquarters during August 1992. The Company has made
substantial improvements to the building and the Company and its subsidiaries,
United Shareholder Services, Inc. ("USSI"), A&B Mailers, Inc., and Security
Trust & Financial Company ("ST&FC"), occupy sections in the building.
ITEM 3. LEGAL PROCEEDINGS.
There is no material pending legal proceeding to which the Company is involved.
There are no material legal proceedings to which any director, officer or
affiliate of the Company or any associate of any such director or officer is a
party or has a material interest, adverse to the Company or any of its
subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 9, 1996, a Consent in Lieu of Special Shareholder Meeting was entered
into to vote on approving amendments to the Company's Articles of Incorporation.
The Articles were amended to change the name of the Company from United Services
Advisors, Inc. to U.S. (United Services) Global Investors, Inc. and subsequently
to U.S. Global Investors, Inc. The Articles were also amended to change the
names of two classes of the Company's stock. The Class A Common Stock was
renamed Class C Common Stock, and the Preferred Stock was renamed Class A Common
Stock. The rights and preferences of each class remain unchanged. Holders of
392,211 shares out of 564,352 shares (or 69.49%) of the voting Common Stock
approved the action.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
MARKET INFORMATION
The Company has three classes of common equity--Class A, Class B and Class C
Common Stock, par value $0.05 per share.
There is no established public trading market for the Company's Class B and
Class C Common Stock.
The holders of the Company's Class C Common Stock of record on March 12, 1985
(and their transferees by gift, devise or descent) have the right to exchange
their shares of Class C Common Stock for Class A Common Stock on a
share-for-share basis until April 30, 2000. At September 9, 1996 the holders of
95,850 shares of Class C Common Stock have the right to exchange.
The Company's Class A Common Stock is traded over-the-counter and is quoted
daily under the NASDAQ Small-Cap Issues. Trades are reported under the symbol
"GROW."
3
The following table sets forth the range of high and low closing bid quotations
from the NASDAQ System for the fiscal years ended June 30, 1995 and 1996. The
quotations represent prices between dealers and do not include any retail
markup, markdown or commission and may not necessarily represent actual
transactions.
BID PRICE ($)
-------------------------------------------------------
1996 1995
------------------------ ------------------------
High Low High Low
First Quarter (9/30) 2 7/8 2 1/2 5 3 3/4
Second Quarter (12/31) 2 3/4 1 7/8 4 1/2 2 1/2
Third Quarter (3/31) 3 5/8 1 5/8 3 5/8 2 3/4
Fourth Quarter (6/30) 3 7/16 2 1/2 3 3/8 2 1/2
HOLDERS
On September 9, 1996, there were 77 holders of record of Class C Common Stock,
no holders of record of Class B Common Stock and 312 holders of record of the
Class A Common Stock.
A substantial number of the Class A Common shares are held of record by nominees
and management believes that as of September 9, 1996, there were more than 1,000
beneficial owners of the Company's Class A Common Stock.
DIVIDENDS
The Company has not paid cash dividends on its Class C Common Stock during the
last twelve fiscal years, and has never paid cash dividends on its Class A
Common Stock. Payment of cash dividends is within the discretion of the
Company's Board of Directors and is dependent upon earnings, operations, capital
requirements, general financial condition of the Company and general business
conditions.
Holders of the outstanding shares of the Company's Class A Common Stock are
entitled to receive, when and as declared by the Company's Board of Directors, a
non-cumulative cash dividend equal in the aggregate to 5% of the Company's
after-tax net earnings for its prior fiscal year. After such dividend has been
paid, the holders of the outstanding shares of Class B Common Stock are entitled
to receive, when and as declared by the Company's Board of Directors, cash
dividends per share equal to the cash dividends per share paid to the holders of
the Class A Common Stock. Holders of the outstanding shares of Class C Common
Stock are entitled to receive when and as declared by the Company's Board of
Directors, cash dividends per share equal to the cash dividends per share paid
to the holders of the Class A and Class B Common Stock. Thereafter, if the Board
of Directors determines to pay additional cash dividends, such dividends will be
paid simultaneously on a prorata basis to holders of Class A, B and C Common
Stock. The holders of the Class A Common Stock are protected in certain
instances against dilution of the dividend amount payable to such holders.
ITEM 6. SELECTED FINANCIAL DATA.
There is incorporated by reference in this Item 6 that portion of the Company's
1996 Annual Report to shareholders appearing under the caption "Selected
Financial Data."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
There is incorporated by reference in this Item 7 that portion of the Company's
1996 Annual Report to shareholders appearing under the caption "Annual Status
Report."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated Financial Statements and notes thereto located in the Company's
1996 Annual Report to shareholders are incorporated herein by reference.
4
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Within twenty-four months prior to the date of Registrant's most recent
financial statement, no Form 8-K recording a change of accountants due to a
disagreement on any matter of accounting principles or practices or financial
statement disclosure has been filed with the Commission.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The directors and executive officers of the Company are as follows:
Name Age Position
---- --- --------
Bobby D. Duncan 39 President of the Company since September
1995, and Chief Financial Officer since
March 1996 and Chief Operating Officer since
September 1993. Formerly Executive Vice
President and Chief Financial Officer of the
Company from October 27, 1989 to September
1995. Executive Vice President, Chief
Operating Officer of United Services Funds
("USF") since September 1993 and Chief
Financial Officer since August 1996,
formerly was Executive Vice President, Chief
Financial Officer of USF from October 1988
to September 1995. Chief Executive Officer,
President, Chief Operating Officer of USSI
since September 1993. Director of A&B
Mailers, Inc. since February 1988 and
Chairman since July 1991. Director of the
Company since 1986. Director, Executive Vice
President, and Chief Financial Officer of
ST&FC from November 1991 to March 1994 and
President, Chief Executive Officer and
Director of ST&FC since January 1996. Vice
President and Trustee of Pauze/Swanson
United Services Funds from November 1993 to
February 1996 and Chief Financial Officer
from November 1993 to September 1995.
Executive Vice President, Chief Operating
Officer of Accolade Funds since April 1993,
Chief Financial Officer from April 1993 to
September 1995. President, Chief Executive
Officer and Trustee of United Services
Insurance Funds since July 1994. Director
and Chief Financial Officer of United
Services Advisors (Canada), Inc. ("USACI,"
formerly United Services Advisors Wealth
Management Inc.) since February 1995.
Victor Flores 32 Executive Vice President, Chief Investment
Officer and Director of the Company since
February 1994. Executive Vice President,
Chief Investment Officer of the Funds since
February 1994. Portfolio Manager U.S. Gold
Shares Fund since November 1992 and U.S.
World Gold Fund since January 1990.
Portfolio Manager, U.S. Global Resources
Fund, from January 1990 to November 1992.
Formerly Vice President, Portfolio Manager
of the Company (July 1993 - February 1994).
5
Frank E. Holmes 41 Chairman of the Board of Directors and Chief
Executive Officer of the Company since
October 27, 1989, President from October
1989 to September 1995. Director of ST&FC
since November 1991. President, Chief
Executive Officer and Trustee of USF since
October 1989. President, Chief Executive
Officer and Trustee of Accolade Funds since
April 1993. Director of U.S. Advisors
(Guernsey) Limited, a wholly- owned
subsidiary of Advisor, and of the Guernsey
Funds managed by that Company since August
1993. Trustee of Pauze/Swanson United
Services Funds from November 1993 to
February 1996. Director of Franc-Or Resource
Corp. since November 1994. Director of
Marleau, Lemire Inc. from January 1995 to
January 1996. Director and Chief Executive
Officer of USACI since February 1995.
Jerold H. Rubinstein 57 Mr. Rubinstein has been a Director of the
Company since October 27, 1989. Since May
1986 he has served as Chairman of the Board
of Directors and as Chief Executive Officer
of DMX Inc., a publicly-traded media
technology company.
Roy D. Terracina 50 Director of the Company since December 1994.
Director of ST&FC since August 1992. Owner
of Sunshine Ventures, Inc., an investment
company, since January 1994. Owner/President
of Sterling Foods, Inc., food manufacturer,
from May 1984 to December 1993.
Marie A. Kriley 54 Vice President, Mailing Services of the
Company since December 1991. President of
A&B Mailers, Inc. since February 1983.
Jane K. Hatton 29 Chief Accounting Officer and Treasurer of
the Company since March 1996. Vice
President, Chief Financial Officer, Chief
Accounting Officer, Controller and Treasurer
of the Company from September 1995 to March
1996. Controller of the Company from
December 1994 to September 1995. Accounting
Manager of the Company from November 1992 to
December 1994. From 1989 to 1992 was Senior
Auditor at Price Waterhouse.
Susan B. McGee 37 Vice President, Corporate Secretary of the
Company from September 1995 to present;
Associate Counsel from August 1994 to
present. Vice President, Secretary of USF
since September 1995. Vice President,
Counsel to ST&FC from September 1992 to
present; Vice President-Operations of ST&FC
from May 1993 to December 1994.
Thomas D. Tays 39 Vice President-Special Counsel, Securities
Specialist, Director of Compliance,
Assistant Secretary of the Company from
September 1995 to present; Associate
Counsel, Assistant Secretary of the Company
from September 1993 to September 1995. Vice
President, Securities Specialist, Director
of Compliance and Assistant Secretary of USF
since September 1995. Vice President and
Secretary of Accolade Funds since September
1995, was Assistant Secretary from September
1994 to September 1995. Vice President,
Secretary of United Services Insurance Funds
from June 1994 to present. Private practice
of law from 1990 to August 1993.
6
None of the directors or executive officers of the Company has a family
relationship with any of the other directors or executive officers.
Each member of the Board of Directors is elected for a one-year term or until
their successors are elected and qualify. The executive officers of the Company
are appointed by, and serve at the pleasure of, the Board of Directors. The
Company does not have a Nominating Committee. The Company's Compensation
Committee consists of Messrs. Holmes, Terracina and Rubinstein. The Company's
Audit Committee consists of Messrs. Duncan, Rubinstein and Terracina. The Board
of Directors Stock Option Committee consists of Messrs. Rubinstein and
Terracina.
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the 1934 Act requires directors and officers of the Company,
and persons who own more than 10 percent of the Company's Class A Common Stock,
to file with the SEC initial reports of ownership and reports of changes in
ownership of the stock. Directors, officers and more than 10 percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended June 30, 1996, all Section 16(a)
filing requirements applicable to its directors, officers and more than 10
percent beneficial owners were complied with.
7
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Long Term
Compensation
-----------------------
Annual Compensation Awards
-----------------------
(a) (b) (c) (d) (e) (f) (g)
3
Other 5 4
1,2 2 Annual Restricted Options/
Name and Principal Salary Bonus Compensation Stock Awards SARs
osition during FY 96 Year ($) ($) ($) ($) (#)
- -------------------------- ---- ---------- -------- ------------ ------------ --------
Frank E. Holmes 1996 $304,355 $140,240 $ 35,937 $ 1,250 1,000
Chairman, 1995 $303,835 $ 2,098 $ 46,326 $ 288 0
Chief Executive Officer 1994 $308,343 $ 74,024 $ 34,754 0
Victor Flores 1996 $150,304 $ 78,581 $ 7,694 $ 3,375 1,000
Exec. V.P, 1995 $150,292 $ 65,877 $ 14,877 $ 288 17,000
Chief Investment Officer 1994 $ 93,864 $ 97,848 $ 3,504 30,000
Bobby D. Duncan 1996 $110,594 $ 34,718 $ 15,998 $ 6,000 1,000
President, 1995 $103,854 $ 24,862 $ 16,820 $ 3,163 0
Chief Operating Officer 1994 $103,536 $ 15,963 $ 12,619 0
Thomas D. Tays 1996 $ 78,750 $ 28,291 $ 4,517 $ 1,649 2,000
V.P. - Special Counsel, 1995 $ 70,976 $ 5,055 $ 1,719 $ 1,662 500
Securities Specialist, 1994 $ 50,118 $ 1,762 $ 553 0
Director of Compliance
The Company has intentionally omitted columns (h) and (i) as they are non
applicable.
1 Includes amounts identified for 401(k) contributions and amounts for
Company Savings Plans. The amounts are calculable through to the end of the
June 30, 1996 fiscal year.
2 Does not include the cost to the Company of incidental personal use of
automobiles furnished by the Company for use in its business and certain
other personal benefits. The Company believes that the aggregate amounts of
such omitted personal benefits do not exceed the lesser of $50,000 or 10%
of the total of annual salary or bonus reported for the names executive
officers in columns (c) and (d).
3 Other compensation including perquisites exceeding 25% of total
perquisites:
Name Description 1996 1995 1994
- --------------- -------------- ------- ------- -------
Frank E. Holmes Trustee fees $24,000 $24,000 $28,000
Profit sharing $3,000 $12,941 $0
Victor Flores Profit sharing $3,000 $10,183 $0
401 (k) match $3,000 $3,000 $3,000
Bobby D. Duncan Car allowance $8,523 $8,523 $8,523
Profit sharing $3,000 $6,202 $0
Thomas D. Tays Profit sharing $2,141 $0 $0
401 (k) match $2,141 $1,521 $368
4 All options pertain to Company Class A common stock.
5 The dollar value of the shares reflected in the table is based on the
market value for the shares on the date the shares were awarded.
Restricted stock balances of the Company's Class A common stock as of June 30,
1996:
# of restricted value of restricted
Name shares held @ 6/30/96 shares held @ 6/30/96
--------------- --------------------- ---------------------
Frank E. Holmes 700 $2,013
Victor Flores 1,800 $5,175
Bobby D. Duncan 2,800 $8,050
Thomas D. Tays 1,402 $4,031
The closing price on 6/28/96 was $2.875 per share.
No dividends have ever been paid on the Company's Class A common stock, however,
the restricted stock would be eligible for dividends should one be declared.
8
INCENTIVE COMPENSATION
Effective July 1, 1993, the Company implemented a team performance pay program
based on each employee's annual salary to recognize monthly completion of
departmental goals. Effective July 1, 1995 a portion of the team bonus became
payable in the Company's Class A Common Stock. The Company also implemented
semiannual perfect attendance awards based on employee classification.
PROFIT SHARING PLAN
In June 1983, the Company adopted a profit sharing plan in which all qualified
employees who have completed one year of employment with the Company are
included. Subject to Board action, the Company may contribute 15% of its net
income before taxes during each fiscal year, limited to 15% of qualifying
salaries, to a profit sharing plan, the beneficiaries of which are the eligible
employees of the Company. The Company's contribution to the plan is then
apportioned to each employee's account in the plan in an amount equal to the
percentage of the total basic compensation paid to all eligible employees which
each employee's individual basic compensation represents. An employee generally
becomes eligible to receive a distribution from the plan upon the occurrence of
retirement, death, total disability or termination. Distributions of an
employee's account may be made either in one lump sum or in installments over a
period not exceeding 15 years. For the fiscal year ended June 30, 1996 the
Company contributed $60,000 or 2% of qualifying salaries to the profit sharing
plan. There have been no recent material changes to the plan.
401(K) PLAN
The Company adopted a 401(k) plan in October 1990 for the benefit of all
employees. The Company will contribute 50 cents for every $1.00 of the first 4%
of an employee's pay deferment. The Company will make contributions to employee
accounts at the end of each plan year if the employee is still employed on that
date. New employees may enroll on any quarterly entry date following six months
of employment. The Plan offers numerous investment options which represent
different levels of risk and return. Employees have the option to invest in most
of the USF funds offered, the Company's Class A Common Stock or the Bonnel
Growth Fund. For the fiscal year ended June 30, 1996, the Company has accrued
$50,000 for its 401(k) plan matching contribution.
SAVINGS PLANS
The Company has continued the program pursuant to which it offers employees,
including its executive officers, an opportunity to participate in savings
programs utilizing managed investment companies, which was accepted by
essentially all such employees. Limited employee contributions to an Individual
Retirement Account are matched by the Company. Similarly, if such employees
contribute monthly to the U.S. Tax Free Fund, the Company will match these
contributions on a limited basis. Beginning in fiscal 1997 a similar savings
plan utilizing UGMA accounts has been offered to employees to save for their
childrens' education. Under each program, if the employee ceases to make
personal contributions or withdraws the money, their participation in the
program is terminated and they may not participate in the future. For the fiscal
year ended June 30, 1996 the Company match aggregated to $75,901, reflected in
base salary expense.
STOCK OPTION PLANS
In March 1985, the Board of Directors of the Company adopted an Incentive Stock
Option Plan ("1985 Plan") which was approved by the shareholders of the Company
on April 2, 1985. Under the terms of the 1985 Plan, certain executives and key
salaried employees of the Company and its subsidiaries were granted options to
purchase shares of the Company's Class A Common Stock. The maximum number of
shares of Class A Common Stock authorized for issuance under the 1985 Plan was
200,000 shares (subject to adjustment in the event of reorganization, merger,
consolidation, liquidation, recapitalization, or stock splits). Shares subject
to purchase pursuant to an option granted under the 1985 Plan may be either
authorized but unissued shares or shares that were once issued and subsequently
reacquired by the Company.
The 1985 Plan was amended on November 7, 1989 and December 6, 1991. In December
1991 it was amended to provide provisions to cause the plan and future grants
under the plan to qualify under 1934 Act Rule 16b-3. The 1985 Plan was
9
administered by a committee consisting of the two outside members of the Board
of Directors of the Company. The 1985 Plan terminated on December 31, 1994.
Options granted under the 1985 Plan were granted for a term of up to five years
in the case of employees who own in excess of 10% of the total combined voting
power of all classes of the Company's stock and for up to ten years for other
employees. The options were granted at an exercise price of not less than 100%
of the fair market value as of the date of the grant, or 110% of the fair market
value in the case of any officer or employee holding in excess of 10% of the
combined voting power of the Company's stock. The aggregate fair market value of
the Class A Common Stock for which any employee was granted options in any
calendar year could not exceed $100,000 plus any unused carry-over from a
preceding year. All of the options were granted at or above market price on the
date of the grant. To date 79,000 option grants have been exercised under the
1985 Plan; and, grants covering 5,000 shares have expired.
In November 1989 the Board of Directors adopted the 1989 Non-Qualified Stock
Option Plan (the "1989 Plan") which provides for the granting of options to
purchase shares of the Company's Class A Common Stock to directors, officers and
employees of the Company and its subsidiaries. On December 6, 1991, the 1989
Plan was also amended to provide provisions to cause the plan and future grants
under the plan to qualify under 1934 Act Rule 16b-3. The 1989 Plan is
administered by a committee consisting of two outside members of the Board of
Directors. The maximum number of shares of Class A Common Stock initially
approved for issuance under the 1989 Plan is 800,000 shares. During the fiscal
year ended June 30, 1996 there were 44,700 shares granted at exercise prices
ranging from $2.1875 to $2.625 per share. All options were granted at or above
market price on the date of grant. To date, 393,000 options have been exercised
under the 1989 Plan; and 30,400 options have expired.
The Board of Directors, at a meeting held on July 14, 1992, amended the Stock
Option Agreement for stock options granted during November 1989 to provide for
an option period of ten years. The amendment was accepted by all optionees.
The following table shows, as to each of the officers of the Company listed in
the cash compensation table, grants of stock options and freestanding stock
appreciation rights ("SARs") made during the last fiscal year.
Potential Realized
Value at Assumed
Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
- -----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Number of Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base
Name Granted (#) Fiscal Year Price($/Sh) Expiration Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------
Frank E. Holmes 1,000 2.31% $2.62 September 5, 2005 $1,651 $4,183
Bobby D. Duncan 1,000 2.31% $2.62 September 5, 2005 $1,651 $4,183
Victor Flores 1,000 2.31% $2.62 September 5, 2005 $1,651 $4,183
Thomas D. Tays 1,000 2.31% $2.62 September 5, 2005 $1,651 $4,183
1,000 2.31% $2.1875 November 7, 2005 $1,376 $3,486
The following table shows, as to each of the officers of the Company listed in
the cash compensation table, aggregated option exercises during the last fiscal
year and fiscal year-end option values.
10
(a) (b) (c) (d) (e)
Number of Value of Unexercised
Unexercised In the Money
Options/SARs Options/SARs at
at FY-End (#) FY-End($)
Shares
Name Acquired on Value Exercisable/ Exercisable/
Exercise (#) Realized Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------
Frank E. Holmes -0- $-0- 200,000/1,000 $108,500/$250
Bobby D. Duncan -0- $-0- 95,000/1,000 $55,625/$250
Victor Flores -0- $-0- 18,400/32,600 $1,875/$250
Thomas D. Tays -0- $-0- 100/2,400 $25/$1,038
COMPENSATION OF DIRECTORS
The Company pays non-employee directors $500 per meeting and may grant them
options under the Company's 1989 Stock Option Plan. Their compensation is
subject to a minimum of $3,000 in any quarter paid in arrears. Messrs. John A.
M. Budden, Hubert Marleau, and Richard Renaud were non-employee directors during
portions of the fiscal year. Messrs. Jerold H. Rubinstein and Roy D. Terracina
were non-employee directors for the full fiscal year. During the fiscal year
ended June 30, 1996 Messrs. Terracina and Rubinstein each received cash
compensation of $12,000; Messrs. Marleau and Renaud received $9,000,
respectively; and, Mr. Budden received $6,000. Mr. Terracina is also a Director
of ST&FC where he received cash compensation of $2,400. Mr. Renaud is also a
Director of U.S. Advisors (Guernsey) Ltd. for which he received no cash
compensation. No stock options were granted to directors during the fiscal year.
Directors are reimbursed for reasonable travel expenses incurred in attending
the meetings held by the Board of Directors.
REPORT ON EXECUTIVE COMPENSATION
Effective February 1995 the Executive Compensation Committee of the Registrant's
Board of Directors was comprised of Messrs. Budden, Holmes, Renaud and
Rubinstein. With the resignations of Messrs. Budden and Renaud as directors of
the Company, during fiscal 1996, the Board appointed Messrs. Holmes, Terracina
and Rubinstein as members of the committee.
The Company's program regarding compensation of executive officers is different
from most public corporations' programs due to the concentration of control in
one individual. Mr. Holmes' compensation is reviewed by the Board of Directors.
Mr. Holmes, Chairman and Chief Executive Officer of the Company, owns 68.3% of
the Company's Class C Common Stock. He informs the Board of Directors as to the
amount of his proposed remuneration and that of the Company's other executive
officers. Mr. Holmes recognizes that Registrant is a small business and believes
that an acceptable base compensation should reflect an amount competitive with
industry peers taking into account the relative cost of living in San Antonio,
Texas. The base pay of the executives is relatively fixed but the executive has
the opportunity to increase his/her compensation by (1) participating in team
building programs in order to enhance operational and fiscal efficiencies
throughout the Company with a percent of resulting savings flowing to the
executive; and (2) participating directly in retirement and savings programs
whereby the Company will contribute amounts relative to the executive's
contribution.
The Company has utilized option grants under the 1985 Plan and the 1989 Plan to
induce qualified individuals to join the Company with a base pay consistent with
the foregoing--providing the individual with an opportunity to benefit if there
is significant Company growth. Similarly, options have been utilized to reward
existing employees for long and faithful service and to encourage them to stay
with the Company. Messrs. Rubinstein and Terracina constitute the Stock Option
Committee of the Board of Directors. This Committee acts upon recommendations of
the Chief Executive Office, President and Executive Vice President. Shares
available for stock option grants under the 1989 Plan aggregate to less than
5,700 shares
11
remaining on August 21, 1996. There were grants from the 1989 Plan during the
fiscal year to officers and employees of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
At the beginning of the fiscal year, the Compensation Committee of the Board of
Directors consisted of John Budden, Jerold Rubinstein, Richard Renaud and Frank
E. Holmes, Chairman and Chief Executive Officer. Mr. Renaud is also a member of
the Marleau, Lemire Inc. ("ML") Board and serves on its Executive, Audit and
Compensation Committees. In addition, he is a director of U.S. Advisors
(Guernsey) Ltd. During the first half of the fiscal year, Mr. Holmes was a
director of ML and served on its Management Committee. Mr. Holmes is currently
director of USACI, a joint venture owned by the Company and ML. ML, the Company
and Mr. Holmes had agreements that could have led to a change in control of the
Company, which agreements were renegotiated, essentially reversing the earlier
agreement, during December 1995; and as a consequence, Messrs. Marleau and
Renaud resigned as directors of the Company. (See Item 13 of this Form 10-K.)
COMPANY PERFORMANCE PRESENTATION
The following graph compares the cumulative total return for the Company's Class
A Common Stock to the cumulative total return for the S&P 500 Composite Index
and the S&P Financial Index for the Company's last five fiscal years. The graph
assumes an investment of $100 in the Class A Common Stock and in each index as
of June 30, 1991, and that all dividends were reinvested.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
MONTHLY INDEXED TOTAL RETURN
U.S. Global
Investors, Inc. IS&P 500 S&P Financial
--------------- -------- -------------
Jun 91 .......... 100 100 100
Jul 91 .......... 105 104.47 105.62
Aug 91 .......... 90 106.52 110.04
Sep 91 .......... 80 105.34 110.14
Oct 91 .......... 95 106.56 111.36
Nov 91 .......... 90 101.89 103.6
Dec 91 .......... 110 114.1 119.54
Jan 92 .......... 115 111.83 117.54
Feb 92 .......... 130 112.89 122.1
Mar 92 .......... 110 111.23 120.31
Apr 92 .......... 105 114.31 121.55
May 92 .......... 105 114.42 123.7
Jun 92 .......... 122.5 113.33 126.99
Jul 92 .......... 130 117.8 130.19
Aug 92 .......... 120 114.97 124
Sep 92 .......... 135 116.92 129.01
Oct 92 .......... 137.5 117.17 131.99
Nov 92 .......... 130 120.69 140.62
Dec 92 .......... 122.5 122.77 147.39
Jan 93 .......... 120 123.65 152.3
Feb 93 .......... 120 124.94 155.25
Mar 93 .......... 150 128.13 162.17
Apr 93 .......... 210 124.87 156.66
May 93 .......... 210 127.7 155.97
Jun 93 .......... 200 128.72 164.78
Jul 93 .......... 225 128.03 167.81
Aug 93 .......... 190 132.46 171.94
Sep 93 .......... 160 132.03 176.1
Oct 93 .......... 190 134.59 165.67
Nov 93 .......... 195 132.87 159.72
Dec 93 .......... 225 135.08 163.65
Jan 94 .......... 230 139.48 172.12
Feb 94 .......... 210 135.28 162.32
Mar 94 .......... 215 130.02 156.52
Apr 94 .......... 175 131.51 161.62
May 94 .......... 195 133.14 169.85
Jun 94 .......... 185 130.58 165.75
Jul 94 .......... 170 134.7 169.28
Aug 94 .......... 170 139.75 174.79
Sep 94 .......... 185 136.96 163.05
Oct 94 .......... 165 139.8 165.36
Nov 94 .......... 150 134.29 155.19
Dec 94 .......... 130 136.94 157.98
Jan 95 .......... 135 140.25 167.6
Feb 95 .......... 135 145.32 176.41
Mar 95 .......... 135 150.22 178.01
Apr 95 .......... 135 154.42 184.01
May 95 .......... 110 160.03 197.78
Jun 95 .......... 105 164.5 199.89
Jul 95 .......... 105 169.75 205.23
Aug 95 .......... 100 169.69 216.31
Sep 95 .......... 105 177.54 231.17
Oct 95 .......... 85 176.66 223.89
Nov 95 .......... 75 183.92 239.47
Dec 95 .......... 65 188.19 243.1
Jan 96 .......... 120 194.33 255.26
Feb 96 .......... 115 195.68 259.49
Mar 96 .......... 109.37 198.29 263.65
Apr 96 .......... 110 200.96 258.36
May 96 .......... 135 205.54 263.41
Jun 96 .......... 115 207.16 267.48
12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
CLASS C COMMON STOCK (VOTING STOCK)
At September 9, 1996 there were 564,352 shares of the Company's Class C Common
Stock outstanding. The following table sets forth, as of such date, information
regarding the beneficial ownership of the Company's Class C Common Stock by each
person known by the Company to own 5% or more of the outstanding shares of Class
C Common Stock.
Outstanding Percent of
Name and Address Common Shares Shares Shares Issued
of Beneficial Owner Beneficially Owned Owned Outstanding
- -------------------------- -------------------- ------------- ---------------
Frank E. Holmes 1,373,402(1) 387,280 68.62%
7900 Callaghan Road
San Antonio, TX 78229
Marleau, Lemire Inc. 72,720 72,720 12.89%
1 Place Ville Marie
Suite 3601
Montreal, Quebec H3B 3P2
Monyco, Inc. 64,140 64,140 11.37%
1740 Broadway
New York, NY 10019
- ------------------------
(1) Includes 586,122 shares of Class C Common Stock underlying presently
exercisable Class C Common Stock Warrants held by Mr. Holmes and F. E.
Holmes Organization Inc.; 102,280 shares of Class C Common Stock owned by
F. E. Holmes Organization Inc., a corporation wholly-owned by Mr. Holmes;
400,000 shares obtainable upon exercise of a Class C Common Stock option
issued to Mr. Holmes; and 285,000 shares owned directly by Mr. Holmes.
CLASS A COMMON STOCK (NON-VOTING STOCK)
At September 9, 1996 there were 6,042,476 shares of the Company's Class A Common
Stock issued and outstanding. The following table sets forth, as of such date,
information regarding the beneficial ownership of the Company's Class A Common
Stock by each person known by the Company to own 5% or more of the outstanding
shares of Class A Common Stock.
Name and Address Preferred Shares
of Beneficial Owner Beneficially Owned Percent of Class
- ---------------------------------- -------------------- ------------------
Robertson Stephens Orphan Fund 757,810(A) 12.31%
San Francisco, CA
Quest Management Co. 473,305(B) 7.69%
New York, NY
Frank E. Holmes 358,282(C) 5.82%
Constable Partners, L.P. 670,000(D) 10.88%
Radnor, PA
Mason Hill Asset Management, Inc. 409,000(E) 6.64%
- ----------
(A) Information is from Schedule 13D, dated December 23,1995, filed with the
SEC.
13
(B) Charles M. Royce controls Quest Advisory Corp. as well as Quest Management
Co. Quest Advisory Corp. owns 414,205 shares, or 6.66% of the Company's
Class A Common Stock. Combined, Mr. Royce controls 9.73% of the Class A
Common Stock outstanding. Information is from Schedule 13G filed with the
SEC on February 14, 1996.
(C) Detail of beneficial ownership set forth below under "Security Ownership of
Management."
(D) Information is from Schedule 13D, dated May 9, 1996 filed with the SEC.
(E) Mason Hill Asset Management, Inc. owns 250,500 shares or 4.02%. Equinox
Partners, LP owns 158,500 shares or 2.55%. Information is from Schedule 13D
filed with the SEC on March 26, 1996.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of September 9, 1995, information regarding
the beneficial ownership of the Company's Class A and Class C Common Stock by
each director and by all directors and officers as a group. Except as otherwise
indicated in the notes below each director owns directly the number of shares
indicated in the table and has the sole voting power and investment power with
respect to all such shares.
Class C Class A
Beneficial Owner Common Stock % Common Stock (1) %
- ---------------------- -------------- ------- ------------------ ------
Bobby D. Duncan 4,931 0.87% 114,552 1.81%
Victor Flores -- 0% 66,660 1.06%
Frank E. Holmes 1,373,402(2) 88.41% 358,282(3) 5.58%
Jerold H. Rubinstein -- 0% 40,000 0.64%
Roy D. Terracina -- 0% 39,000 0.63%
All directors and 1,379,076 88.95% 730,223(4) 10.94%
officers as a group
( 15 persons)
- ----------
(1) Includes shares of Class A Common Stock underlying presently exercisable
options held directly by each individual director as follows: Mr. Duncan -
96,000 shares; Mr. Flores - 51,000 shares; Mr. Holmes - 201,000 shares; Mr.
Rubinstein -40,000 shares; and Mr. Terracina - 1,000 shares.
(2) Includes 586,122 shares of Class C Common Stock underlying presently
exercisable Class C Common Stock warrants held by Mr. Holmes and F. E.
Holmes Organization Inc.; 400,000 shares underlying a presently exercisable
option to purchase Class C Common Stock held by Mr. Holmes; 102,280 shares
of Class C Common Stock owned by F. E. Holmes Organization Inc., a
corporation wholly-owned by Mr. Holmes; and 285,000 shares owned directly
by Mr. Holmes.
(3) Includes 100,000 shares of Class A Common Stock held by F.E. Holmes
Organization, Inc, a corporation wholly owned by Mr. Holmes. Also includes
1,300 shares of Class A Common Stock owned separately by Mr. Holmes' wife.
Mr. Holmes disclaims beneficial ownership of these 1,300 shares of Class A
Common Stock.
(4) Includes the shares underlying presently exercisable options held by the
directors and officers listed above and an additional 111,729 shares of
Class A Common Stock underlying presently exercisable options held by
officers other than those listed above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
USGI is invested in several of the mutual funds it manages. (See Note O to the
Consolidated Financial Statements contained in the Company's 1996 Annual Report
to shareholders, Exhibit 13 to this Form 10-K).
During July 1994 the Company issued a $6 million subordinated debenture to ML.
The proceeds were utilized in connection with the Company's purchases of
adjustable rate government securities. The debenture is collateralized only by
said
14
government securities. (See Notes F and M to the Consolidated Financial
Statements contained in the Company's 1996 Annual Report to shareholders,
Exhibit 13 to this Form 10-K.) Portions of the principal of the note were repaid
to ML during fiscal years 1995 and 1996, thereby reducing the balance under the
debenture to $1,533,131 at June 30, 1996; plus, accrued interest of $70,000.
On December 7, 1994, the Company and ML entered into an agreement whereby the
Company issued to ML one million shares of a new class of convertible non-voting
common stock (Class B) at $5.00 per share and a warrant to purchase an
additional one million shares of capital stock at $6.00 per share in
consideration of an investment of US $5 million. ML also held 120,000 shares of
preferred stock (now Class A Common Stock). Pursuant to an agreement between ML
and USGI in December 1995, all 1,000,000 shares of Class B non-voting common
stock and the related warrants were cancelled. ML received 1,000,000 shares of
preferred stock (now Class A Common Stock) in exchange for its 1,000,000 shares
of Class B Common Stock which were cancelled. ML then sold 1,120,000 shares of
preferred stock (now Class A Common Stock), representing its entire interest in
non-voting stock of the Company. No single purchaser purchased more than ten
percent of the outstanding shares of USGI Class A Common Stock as a result of
this sale.
ML retains control of 72,720 shares of Class C Common Stock (the only class of
voting stock issued by USGI, formerly known as "Class A Common Stock") which
represents 12.82% of the voting interest in USGI.
In addition, the Agreement of December 7, 1994 called for the expansion of the
Company's Board of Directors, inclusion of two ML representatives on the
Company's Board of Directors, and various by-law amendments. Hubert Marleau and
Richard Renaud became members of the Company's Board of Directors. The Agreement
of December 1995 terminated the Agreement of December 7, 1994 and rescinded most
changes made by the 1994 Agreement. Messrs. Marleau and Renaud resigned as
Directors of the Company at that time.
Agreements with ML regarding control of the Company in the event of Mr. Holmes
untimely death or termination of employment with the Company also terminated
pursuant to the December 1995 Agreement.
During the year ended June 30, 1996, the Company purchased 7,100 shares of ML
common stock through the Company's brokerage account at Marleau, Lemire
Securities Inc. ("MLSI"), a subsidiary of ML, increasing USGI's position to
42,219 shares. Prior to year end, USGI sold its entire position of ML common
shares.
At various intervals during the quarter ended September 30, 1995, the Company
purchased 175 put options on Eurodollar futures ("options") for premiums of
$73,938 through Marleau, Lemire Futures which is a division of MLSI. (See Note O
to the Consolidated Financial Statements contained in the Company's 1996 Annual
Report to shareholders, Exhibit 13 to this Form 10-K for further information.)
In addition, the Company purchased other securities at an aggregate price of
$269,847 through MLSI from July 1995 through December 1995.
During the quarter ended March 31, 1996, Mr. Jerold Rubinstein, a Director of
the Company, exercised options covering 25,000 shares of the Company's Class A
Common Stock at $1.50 per share and 25,000 shares at $2.25 per share. The
Company purchased the shares issued from the exercise of Mr. Rubinstein's stock
options for $3.375 per share, the market price on the day of exercise, which
shares are included in treasury stock as of June 30, 1996. Additionally, during
the quarter ended March 31, 1996, Mr. John Budden, a former Director of the
Company who resigned during the current fiscal year, exercised options covering
25,000 shares at $1.50 per share, 25,000 shares at $2.25 per share and 40,000
shares at $2.625 per share.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this Report:
1. Financial Statements
15
The Consolidated Financial Statements are incorporated herein
by reference to the Company's Annual Report to Shareholders as
an exhibit hereto (see Item 8):
Report of Independent Accountants
Consolidated Balance Sheets at June 30, 1996 and 1995
Consolidated Statements of Operation for the three
years ended June 30, 1996
Consolidated Statements for Cash Flows for the three
years ended June 30, 1996
Consolidated Statements of Shareholders' Equity for
the three years ended June 30, 1996
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
None
3. Exhibits
3.1* Third Restated and Amended Articles of Incorporation of Registrant,
filed herein.
3.2 By-Laws of Registrant (incorporated by reference to Exhibit D to the
Registrant's Registration Statement No. 33- 33012 filed on Form S-8
with the Commission on January 30, 1990).
3.3 Amendment to Article II, Section 2 of the By-Laws (incorporated by
reference to Exhibit 3(e) to the Registrant's Form 10-K for the fiscal
year ended June 30, 1991).
3.4 Amendment to By-Laws of (incorporated by reference to Exhibit 3(h) to
the Registrant's Registration Statement No. 33-90518 filed on Form S-3
on March 16, 1995).
3.5* Amendment to By-Laws, filed herein.
10.1 Advisory Agreement dated October 27, 1989 by and between Registrant and
United Services Funds ("USF") (incorporated by reference to Exhibit
(4)(b) to the Registrant's Form 10-K for fiscal year ended June 30,
1990).
10.2 Advisory Agreement dated September 21, 1994 by and between Registrant
and Accolade Funds (incorporated by reference to Exhibit 10.2 to
Registrant's Form 10-K for fiscal year ended June 30, 1995).
10.3 Sub-Advisory Agreement dated September 21, 1994 by and between
Registrant and Accolade Funds/Bonnel Growth Fund and Bonnel, Inc.
(incorporated by reference to Exhibit 10.3 to Registrant's Form 10-K
for fiscal year ended June 30, 1995).
10.4 Transfer Agency Agreement dated September 21, 1994 by and between
United Shareholder Services , Inc. ("USSI") and Accolade Funds/Bonnel
Growth Fund (incorporated by reference to Exhibit 10.4 to Registrant's
Form 10-K for fiscal year ended June 30, 1995).
10.5 Transfer Agent Agreement by and between USSI and USF (incorporated by
reference to Exhibit 10(b) to the Registrant's Form 10-K for the fiscal
year ended June 30, 1989).
16
10.6 Loan Agreement between Registrant and Bank One, dated April 12, 1994,
and Modification Agreement, dated February 28, 1995, for $1,385,000 for
refinancing new building (incorporated by reference to Exhibit 10.8 to
Registrant's Form 10-K for fiscal year ended June 30, 1995).
10.7 United Services Advisors, Inc. 1985 Incentive Stock Option Plan as
amended November 1989 (incorporated by reference to Exhibit A to the
Registrant's Registration Statement No. 33-3012 filed on Form S-8 with
the Commission on January 16, 1990).
10.8 United Services Advisors, Inc. 1989 Non-Qualified Stock Option Plan
(incorporated by reference to Exhibit B to the Registrant's
Registration Statement No. 33-3012 filed on Form S-8 with the
Commission on January 16, 1990).
10.9 Bookkeeping and Accounting Agreement by and between USSI and USF, dated
February 1, 1992 (incorporated by reference to Exhibit E 1 to the
Registrant's Form 10-Q dated December 31, 1991).
10.10 Joint Venture Agreement between Registrant and Marleau, Lemire Inc.,
dated July 28, 1994 (incorporated by reference to Exhibit 10(v) to
Registrant's Form 10-K for fiscal year ended June 30, 1994).
10.11 Bookkeeping and Accounting Agreement by and between USSI and Accolade
Funds, dated September 21, 1994 (incorporated by reference to Exhibit
10.21 to Registrant's Form 10-K for fiscal year ended June 30, 1995).
10.12 December 7, 1994 Subscription and Purchase Agreement among Registrant,
Marleau, Lemire Inc., Frank E. Holmes and F.E. Holmes Organization
(incorporated by reference to Exhibit 10 to the Registrant's
Registration Statement No. 33-90518 filed on Form S-3 with the
Commission on March 16, 1995).
10.13 December 7, 1994 Employment and Non-Competition Agreement between
Registrant and Frank E. Holmes (incorporated by reference to Exhibit
10(b) to the Pre-Effective Amendment No. 1 to Registrant's Registration
Statement No. 33-90518 on Form S-3 on May 12, 1995).
10.14 December 7, 1994 Shareholders' Agreement among Registrant, Mr. Frank E.
Holmes, F.E. Holmes Organization Inc. and Marleau, Lemire Inc.
(incorporated by reference to Exhibit 10(c) to the Pre-Effective
Amendment No. 1 to Registrant's Registration Statement No. 3390518
filed on Form S-3 with the Commission on May 12, 1995).
10.15 December 29, 1995 Agreement among Registrant, Mr. Frank E. Holmes, F.E.
Holmes Organization, Inc. and Marleau, Lemire Inc. (incorporated by
reference to Exhibit 10(d) to Registrant's Form 10-Q for the quarter
ended December 31, 1995).
11* Statement re: computation of per share earnings, filed herein.
13* Annual Report to Shareholders, filed herein.
21* List of subsidiaries of the Registrant, filed herein.
23* Consent of Independent Accountant, filed herein.
27* Financial Data Schedule, filed herein.
(b) Reports on Form 8-K
One report on Form 8-K was filed during the last quarter of the period
covered by this report. On May 28 and June 10, 1996, Registrant reduced
its investment in government notes financed by reverse repurchase
agreements with various broker-dealers by selling an additional $28.745
million (par value) in notes in open market transactions.
17
The Form 8-K included proforma financial information: an unaudited
consolidated balance sheet and a statement of operations, as of March
31, 1996.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
U.S. GLOBAL INVESTORS, INC.
By: /s/ Bobby D. Duncan
BOBBY D. DUNCAN
President, Chief Operating Officer,
Chief Financial Officer
Date: September 9, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------ ------------------------------------ -----------------
/s/ Jerold H. Rubinstein Director September 9, 1996
- ------------------------
JEROLD H. RUBINSTEIN
/s/ Roy D. Terracina Director September 9, 1996
- ------------------------
ROY D. TERRACINA
/s/ Frank E. Holmes Chairman of the Board of Directors, September 9, 1996
- ------------------------
FRANK E. HOLMES Chief Executive Officer
/s/ Bobby D. Duncan President, Chief Operating Officer, September 9, 1996
- ------------------------
BOBBY D. DUNCAN Chief Financial Officer, Director
/s/ Victor Flores Executive Vice President, Chief September 9, 1996
- ------------------------
VICTOR FLORES Investment Officer, Director
/s/ Jane K. Hatton Chief Accounting Officer, Treasurer September 9, 1996
- ------------------------
JANE K. HATTON
19