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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [ ]
Filed by a Party other than Registrant [ X ]
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 Section 240.14a-12
RENTECH, INC.
(Name of Registrant as Specified In Its Charter)
LOREN L. MALL, BREGA & WINTERS P.C.
(Name of Person(s)) Filing Proxy Statement if other than 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.
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[ ] 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:
-----------------------------------
Definitive copies of the proxy statement and proxy card are to be
released to stockholders on April 19, 2000.
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RENTECH, INC.
1331 17th Street, Suite 720
Denver, Colorado 80202
(303) 298-8008
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000
--------------------------------
The annual meeting of shareholders of Rentech, Inc. will be held at
Courtyard by Marriott, Cosmopolitan Room, 934 16th Street, Denver, Colorado,
on May 25, 2000 at 9:00 a.m. (local time) for the following purposes:
1. To elect two directors for terms of three years each;
2. To transact such other business as may properly come before the
meeting or any adjournments or postponements of the meeting.
Accompanying this notice is a form of proxy, a proxy statement, and a
copy of Rentech's 1999 annual report to shareholders. The 1999 annual
report to shareholders is not a part of the proxy soliciting material.
Only holders of record of the common stock of Rentech at the close of
business on April 5, 2000 will be entitled to notice of and to vote at the
meeting and any adjournments or postponements of the meeting.
By Order of the Board of Directors
RONALD C. BUTZ,
Secretary
Denver, Colorado
April 17, 2000
It is important that your shares be represented at the meeting. Even if you
plan to attend the meeting, please read the enclosed proxy statement and
then vote by completing, signing and mailing the proxy card in the return
envelope. Postage is prepaid. Returning the proxy card will not limit your
right to attend or vote at the meeting.
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RENTECH, INC.
1331 17th Street, Suite 720
Denver, Colorado 80202
--------------------------------
PROXY STATEMENT
--------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000
This proxy statement is furnished to shareholders in connection with
solicitation by the board of directors of Rentech, Inc. of proxies for use
at the annual meeting of shareholders to be held at Courtyard by Marriott,
Cosmopolitan Room, 934 16th Street, Denver, Colorado, on May 25, 2000 at
9:00 a.m., local time, and at any adjournments or postponements of the
meeting.
Rentech anticipates that this proxy statement and the accompanying form
of proxy will be first sent or given to shareholders on or about April 17,
2000. All expenses of soliciting proxies will be borne by Rentech. The
solicitation will initially be made by mail. Directors, officers and
employees of Rentech not specifically employed for that purpose may later
solicit proxies without additional or special compensation. They may use
mail, telephone, facsimile transmission, telegraph or personal interviews
for these communications. Rentech will also supply brokerage houses,
custodians, and other fiduciaries holding stock in their names for
beneficial owners, with the number of proxy materials they may require for
mailing to beneficial owners. Rentech will reimburse the fiduciaries for
their reasonable expenses incurred in distributing proxy materials.
VOTING SECURITIES AND VOTING RIGHTS
Only shareholders of record at the close of business on April 5, 1999
are entitled to vote at the annual meeting or any adjournments or
postponements of the meeting. On that date Rentech had outstanding
60,873,079 shares of common stock. Each share of common stock outstanding
on that date entitles the holder to one vote on each matter to come before
the meeting.
A quorum for the transaction of business at the meeting requires the
presence at the annual meeting, in person or by proxy, of the holders of a
majority of the shares entitled to vote at the meeting.
PAGE 5
If a quorum is present at the meeting, the two nominees for election
as directors who receive the greatest number of votes cast for the election
of directors at the meeting will be elected directors. Any other matters
submitted to a vote of the shareholders will be approved if they receive the
affirmative vote of the holders of a majority of shares present in person
or by proxy and entitled to vote on the matter. Abstentions from votes and
"broker non-votes" (shares held by brokers or nominees which are voted on
at least one matter but which are not voted on a particular matter because
the broker or nominee does not have discretionary voting power with respect
to that matter and has not received voting instructions from the beneficial
owner of such shares) will be counted as present for purposes of determining
whether a quorum is present at the annual meeting. Abstentions will be
treated as present and entitled to vote at the meeting. Accordingly,
abstentions (i) will have no effect on the outcome of the election of
directors, and (ii) will have the same effect as a vote against all other
matters presented to shareholders at the annual meeting. Broker non-votes
on a matter will not be considered present and entitled to vote on that
matter and, accordingly, (i) will have no effect on the outcome of a matter
requiring the approval of the holders of a plurality or majority of the
shares present, in person or by proxy, and entitled to vote at the annual
meeting, and (ii) will have the same effect as a vote against a matter
requiring the approval of a majority of all shares outstanding and entitled
to vote at the annual meeting.
Without affecting any vote previously taken, any shareholder may revoke
a proxy at any time before it is voted, either by delivering to the
Secretary of Rentech a written notice of revocation or a properly signed
proxy bearing a later date, or by voting in person at the annual meeting.
Attendance at the meeting will not in and of itself constitute a revocation
of a proxy.
All properly executed proxy cards returned pursuant to this
solicitation and not revoked will be voted at the meeting in accordance with
the directions given. If no specific instructions are given for a matter
to be voted upon, the proxy holders will vote the shares covered by proxies
received by them (i) FOR the election of the nominees to the board of
directors, and (ii) in accordance with the directors' recommendations on
any other matters that may come before the meeting.
1. ELECTION OF DIRECTORS
Rentech's board of directors currently consists of six members. The
board is divided into three classes of two directors each. The directors
in each class are elected for three years and until the election and
qualification of their successors.
PAGE 6
John J. Ball and Erich W. Tiepel have been nominated for reelection as
Class III directors for a term of three years each. All other members of
the board of directors will continue in office until the expiration of their
respective terms at the 2001 or 2002 annual meeting of shareholders.
The two nominees are presently members of the board of directors.
Directors will be elected by the affirmative vote of a plurality of the
votes cast by the holders of shares of common stock present, in person or
by proxy, and entitled to vote at the annual meeting. If the accompanying
proxy card is properly signed and returned to Rentech at or prior to the
annual meeting, it will be voted for the election of the nominees, unless
contrary instructions are specified. Although the board of directors has
no reason to believe that either of the nominees will decline or be unable
to serve as a director, should that occur, the persons appointed as proxies
in the accompanying proxy card intend to vote, unless the number of nominees
or directors is reduced by the board of directors, for such other nominee
or nominees as the board of directors may designate. The board of directors
recommends a vote FOR the two nominees.
2000 Nominees for Election to the Board of Directors:
John J. Ball, Director---
Mr. Ball, age 57, has served as a director of Rentech since 1998. He
received a Bachelor of Education and Arts Degree from Mount Allison
University in 1966 and a Bachelor of Laws Degree from Dalhousie University
in 1969. He was admitted to the Nova Scotia Bar in 1970 and the Ontario Bar
in 1971. After his admission to the Bar he joined the firm of McMillan
Binch, Toronto, as an associate from 1971 to 1975. He then formed
Broadhurst & Ball, Mississauga, as a partner from 1975 to 1984 and
subsequently formed Keyser Mason Ball, Mississauga, as a senior partner from
1984 to present. He is presently a director of The Mississauga Hospital
Chair of the Bio-Ethics Committee and is a member of the Board Merger
Committee in connection with the amalgamation of The Mississauga Hospital
and The Queensway Hospital. Mr. Ball is past member of the Board and
Executive Committees of Mount Allison University and is a past Chair of the
Vanier Cup, which sponsors the Canadian National University Football
Championship.
Erich W. Tiepel, Director---
Dr. Tiepel, age 56, has served as a director of Rentech since 1983.
He obtained a Bachelor of Science degree in Chemical Engineering from the
University of Cincinnati in 1967, and a Ph.D. in Chemical Engineering from
the University of Florida in 1971. Dr. Tiepel has twenty-three years of
PAGE 7
experience in all phases of process design and development, plant management
and operations for chemical processing plants. In 1981, Dr. Tiepel was a
founder of Resource Technologies Group, Inc. (RTG), a high technology
consulting organization specializing in process engineering, water
treatment, hazardous waste remediation, and regulatory affairs. Dr. Tiepel
has been president of RTG since its inception. From 1977 to 1981 he was
project manager for Wyoming Mineral Corporation, a subsidiary of
Westinghouse Electric Corp., Lakewood, Colorado, where his responsibilities
included management of the design, contraction and operation of groundwater
treatment systems for groundwater cleanup programs. From 1971 to 1976 he
was a principal project engineer for process research for Westinghouse
Research Labs. From 1967 to 1971, he was a trainee of the National Science
Foundation at the University of Florida in Gainesville, Florida.
Continuing Class I Directors (With Terms Expiring in 2001):
Ronald C. Butz, Vice President, Chief Operating Officer, Secretary and
Director---
Mr. Butz, age 62, has served as a director of Rentech since 1984. He
received a Bachelor of Science degree in Civil Engineering from Cornell
University in 1961 and a Juris Doctor degree from the University of Denver
in 1965. From 1966 to 1982, Mr. Butz was a practicing attorney in Denver,
Colorado with the firm of Grant, McHendrie, Haines and Crouse, P.C. In
1982, Mr. Butz became a shareholder, vice president and chief operating
officer of World Agricultural Systems, Ltd., a privately-held Colorado
corporation specializing in the international marketing of commodity storage
systems. He resigned these offices in December 1983. In 1984, Mr. Butz
became president of Capital Growth, Inc., a privately-held Colorado
corporation providing investment services and venture capital consulting.
In October 1989, Mr. Butz was appointed vice president of Rentech, in June
1990 he was appointed secretary, and in May 1998 he was appointed chief
operating officer.
Douglas L. Sheeran, Director---
Mr. Sheeran, age 62, has served as a director of Rentech since 1998.
He received a Bachelor of Arts degree in Industrial Psychology from Miami
University, Oxford, Ohio, in 1960. He held a number of human resource
positions of increasing scope and responsibility with Home Life Insurance
Company from 1960-1962, Kraft Foods from 1962-1965, Electronic Associates
Inc. from 1965-1968, and Celanese Corporation from 1968-1973. These
positions covered a range of labor relations, organizational development,
compensation and benefit responsibilities at both operating sites and
corporate staff. From 1973 until 1986 Mr. Sheeran was employed by Purolator
Automotive Group and became Vice President, Human Resources, with
PAGE 8
responsibilities for multiple North American business units. He resigned
in 1986 and founded FCI Inc., a human resource consulting firm specializing
in executive staffing, merger planning and organizational effectiveness.
FCI's client base includes Fortune 500 and start-up firms in technology,
pharmaceutical, automotive and consumer durable industries. Mr. Sheeran is
president of FCI, Inc.
Continuing Class II Directors (With Terms Expiring in 2002):
Dennis L. Yakobson, President, Chief Executive Officer, Director and
Chairman of the Board---
Mr. Yakobson, age 63, has served as a director of Rentech and chairman
of the board since 1983. He received a Bachelor of Science degree in Civil
Engineering from Cornell University in 1959 and a Masters Degree in Business
Administration from Adelphi University in 1963. From 1960 to 1969 he was
employed by Grumman Aerospace Corporation, his final position with it being
contract administrator with responsibility for negotiation of prime
contracts with governmental agencies. From 1969 to 1971 he was employed by
Martin Marietta Corporation, Denver, Colorado (now Lockheed Martin
Corporation) in a similar position. From 1971 through 1975 he was employed
by Wyoming Mineral Corporation in Denver as a contract administrator. In
1976, he was employed by Power Resources Corporation, Denver, Colorado, a
mineral exploration company, as vice president-land, secretary, treasurer,
and a director. In 1979 he became a director and the secretary of Nova
Petroleum Corporation, also in Denver, Colorado and in 1981 became its vice
president of administration and finance. He resigned from Nova in November
1983 to become a director and assume the presidency of Rentech.
John P. Diesel, Director---
Mr. Diesel, age 73, has served as a director of Rentech since 1989.
He received a Bachelor of Science degree in Industrial Engineering from
Washington University in 1951. Prior to attending the University he served
in the United States Navy as an aviator in the Western Pacific. Mr. Diesel
was employed by McQuay-Norris Manufacturing Co. from 1951 to 1957 in the
production of proximity fuses. He joined Booz Allen and Hamilton in 1957,
remaining there until 1961, and being elected to the partnership at that
time. Mr. Diesel joined A.O. Smith Corporation as Vice President of
Planning, and held a series of manufacturing officer positions, including
group vice president. In 1972 he became President of Newport News
Shipbuilding, a wholly-owned subsidiary of Tenneco. There for 5 years he
was responsible for, among other projects, the design and construction of
the nuclear powered aircraft carriers Nimitz class and Los Angeles class
PAGE 9
submarines. In 1977 he moved to the position of Executive Vice President
of Tenneco, Inc., with responsibility for its automotive, farm and
construction equipment and packaging businesses. In 1978 he became
President and a director of Tenneco. During his tenure at Tenneco, and
after retiring, Mr. Diesel served on numerous boards of directors. These
directorships included the Aluminum Company of America, Brunswick Corp,.
Allied Stores, Pullman Corporation, Cooper Industries and Financial
Institutions Reinsurance Group. He continues to serve on the Board of
Telepad Corporation.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
The executive officers and other key employees of Rentech and its
subsidiaries are as follows:
Dennis L. Yakobson, President and Chief Executive Officer.
Ronald C. Butz, Vice President-Legal, Secretary and Chief Operating
Officer.
(See background experience under "Directors").
Charles B. Benham, Vice President-Research and Development---
Dr. Benham, age 63, was a founder of Rentech and has been an officer
of Rentech since its inception in 1981. He served as president until 1983
and as a director from inception until 1996. He received a Bachelor of
Science degree in Mechanical Engineering from the University of Colorado in
1958, and a Master of Science degree in Engineering in 1964 and a Ph.D.
degree in 1970, both from the University of California at Los Angeles. He
worked at the Naval Weapons Center, China Lake, California, from 1958
through 1977 performing research and development on thermal and chemical
processes for converting municipal solid wastes to liquid hydrocarbon fuels,
thermochemical analyses of solid-fueled and ramjet engines, combustor
modeling, rocket motor thrust vector control, rocket motor thrust
augmentation, catalyst behavior in carbon monoxide oxidation, and in liquid
hydrocarbon fuels for ramjet applications. From 1977 to 1981, he worked at
the Solar Energy Research Institute in Golden, Colorado, on thermal and
chemical processes for converting agricultural crop residues to diesel fuel,
on thermochemical transport of solar energy using ammonia decomposition and
steam reforming of methane, and on high temperature applications of solar
energy. Dr. Benham has published several articles in the fields of liquid
fuel production from organic waste, catalyst pellet behavior and rocket
propulsion. Dr. Benham devotes his full time to the business of Rentech.
PAGE 10
Mark S. Bohn, Vice President-Engineering---
Dr. Bohn, age 49, a founder of Rentech, served as a director from its
organization in 1981 to June 1998. Since November 9, 1998 he has been
employed by Rentech as Vice President-Engineering. He received a Bachelors
degree in Mechanical Engineering from Georgia Institute of Technology,
Atlanta, Georgia, in 1972, and a Master of Science degree in Mechanical
Engineering in 1973 and a Ph.D. in Mechanical Engineering in 1976, both from
the California Institute of Technology, Pasadena, California. He was
employed from 1976 through 1978 at the General Motors Research Laboratories
in Warren, Michigan. From 1978 to November, 1998 he was employed by Midwest
Research Institute at the Solar Energy Research Institute (now National
Renewable Energy Laboratory) in Golden, Colorado. Dr. Bohn is a registered
Professional Engineer in Colorado and a Member of the American Society of
Mechanical Engineers and the American Institute of Chemical Engineers. He
has published numerous articles on liquid fuel production, organic waste,
heat transfer, power cycles, aerodynamics, optics, acoustics, solar thermal
energy, and co-authored the textbook, Principles of Heat Transfer (Brooks
Cole Publishing).
James P. Samuels, Vice President-Finance, Treasurer, and Chief
Financial Officer---
Mr. James P. Samuels, age 52, has served as Vice President-Finance,
Treasurer and Chief Financial Officer of Rentech since May 1, 1996. He has
executive experience in general corporate management, finance, sales and
marketing, information technologies, and consulting for both large companies
and development stage businesses. He received a Bachelor's degree in
Business Administration from Lowell Technological Institute in 1970, and a
Master of Business Administration degree in 1972 from Suffolk University,
Boston, Massachusetts, in 1972. He completed an executive program in
strategic market management through Harvard University in Switzerland in
1984. From December 1995 through April 1998, he provided consulting
services in finance and securities law compliance to Telepad Corporation,
Herndon, Virginia, a company engaged in systems solutions for field force
computing. From 1991 through August 1995, he served as chief financial
officer, vice president-finance, treasurer and director of Top Source, Inc.,
Palm Beach Gardens, Florida, a development stage company engaged in
developing and commercializing state-of-the-art technologies for the
transportation, industrial and petrochemical markets. During that
employment, he also served as president of a subsidiary of Top Source, Inc.
during 1994 and 1995. From 1989 to 1991, he was vice president and general
manager of the Automotive group of BML Corporation, Mississauga, Ontario,
a privately-held company engaged in auto rentals, car leasing, and
automotive insurance. From 1983 through 1989, he was employed by Purolator
Products Corporation, a large manufacturer and distributor of automotive
PAGE 11
parts. He was president of the Mississauga, Ontario branch from 1985 to
1989; a director of marketing from 1984 to 1985; and director of business
development and planning during 1983 for the Rahway, New Jersey filter
division headquarters of Purolator Products Corporation. From 1975 to 1983,
he was employed by Bendix Automotive Group, Southfield, Michigan, a
manufacturer of automotive filters, electronics and brakes. He served in
various capacities, including group director for management consulting
services on the corporate staff, director of market research and planning,
manager of financial analysis and planning, and plant controller at its Fram
Autolite division. From 1973 to 1974, he was employed by Bowmar Ali, Inc.,
Acton, Massachusetts, in various marketing and financial positions, and in
1974 he was managing director of its division in Wiesbaden, Germany.
Frank L. Livingston, Vice President and General Manager, OKON, Inc.---
Mr. Frank L. Livingston, age 57, has served as Vice President and
general manager of OKON, Inc, a wholly-owned subsidiary of Rentech, since
Rentech acquired OKON in March 1997. Mr. Livingston joined OKON in 1975 as
sales manager and was promoted to Vice President of Sales in 1984. Mr.
Livingston also became a 24% owner of OKON at that time. In addition to his
sales and marketing responsibilities, he was also responsible for
manufacturing and research and development for OKON. Mr. Livingston also
served on OKON's board of directors. With the sale of OKON to Rentech in
1997, Mr. Livingston continues to serve on its board of directors. He
received a Bachelor of Science Degree in Chemistry from Colorado State
University in 1965. He was employed by Mallinckrodt Chemical Co. from 1965
to 1971. While with it, he worked as a process research chemist and
formulator prior to becoming a specialty marketing manager for the
industrial chemical division. From 1971 to 1975 Mr. Livingston was employed
by Gates Rubber Co. in Denver, Colorado as a sales and marketing manager for
a specialty chemical venture start-up business within the company. He also
worked as a research market analyst for the venture group. Projects of the
venture group included specialty chemicals and lead-acid battery technology,
as well as rubber products made by the company for off-shore oil exploration
and production.
Jimmie D. Fletcher, General Manager, Petroleum Mud Logging, Inc.---
Mr. Jimmie D. Fletcher, age 46, is general manager of Petroleum Mud
Logging, Inc. Mr. Fletcher has 26 years of experience in mud logging. From
1995 to August 15, 1999, Mr. Fletcher was employed by Penson Well Logging
as its general manager and marketing officer. From 1988 through 1994, Mr.
Fletcher worked for Petroleum Mud Logging, Inc., of Oklahoma City, owned by
Hoyt L. Hudspeth, as a mud logging technician. From 1981 to 1988, Mr.
Fletcher was employed by OFT Exploration in Oklahoma City as a well site
PAGE 12
geologist, and also worked as a consulting geologist. His first work
experience was with Dresser Industries in 1973 to 1974 as a mud logger. Mr.
Fletcher obtained a B.S. in Business Administration and a minor in Geology
and Economics from Southwestern State College of Oklahoma in 1974.
There are no family relationships among the executive officers. There
are no arrangements or understandings between any officer and any other
person pursuant to which that officer was selected.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information as of the record
date by (i) all persons who own of record or are known to Rentech to
beneficially own more than 5% of the issued and outstanding shares of common
stock, and (ii) by each director, each director nominee, each of the
executive officers named in the tables under "Executive Compensation," and
by all executive officers and directors as a group:
Percent of
Amount and Nature Class Based
Positions and of Beneficial Common on Beneficial
Name and Address Offices Held Stock Ownership(1) Ownership
- ---------------- ------------- -------------------- -------------
Anschutz Investment Company Shareholder 1,000,000 of record 6.6%
555 17th St, Ste 2400 (3,000,000 indirectly)(1)
Denver, CO 80202
Azure Energy Fund, Inc. Shareholder 2,291,667 of record 7.5%
Omar Hodge Building (2,291,667 indirectly)(1)
Road Town Tortola
Virgin Islands
John J. Ball Director 75,000 of record *
201 City Centre Dr., Ste 701 (42,000 indirectly)(1)
Mississauga, Ontario
L5B 2T4
Charles B. Benham Vice President-Research 275,440 of record 1.3%
12401 E. 37th Avenue and Development (520,880 indirectly)(1)
Denver, CO 80239
Mark S. Bohn Vice President- 443,431 of record 1.3%
12401 E. 37th Avenue Engineering (322,092 indirectly)(1)
Denver, CO 80239
Ronald C. Butz Vice President, Chief 244,151 of record(2) 1.2%
1331 17th Street, Ste 720 Operating Officer, (465,880 indirectly)(1)
Denver, CO 80202 Secretary and Director
John P. Diesel Director 75,000 of record *
1224 U.S. Highway #1, Ste. D (40,000 indirectly)(1)
No. Palm Beach, FL 33408
Frank L. Livingston Vice President and 40,000 of record *
6000 W. 13th Avenue Manager, OKON, Inc. (66,000 indirectly)(1)
Lakewood, CO 80214
Forest Oil Corporation Shareholder 1,000,000 of record 6.6%
1600 Broadway, Ste 2200 (3,000,000 indirectly)(1)
Denver, CO 80202
James P. Samuels Vice President - Finance, 180,500 of record 1.2%
1331 17th St., Suite 720 Chief Financial Officer (564,000 indirectly(1)
Denver, CO 80202
Douglas L. Sheeran Director 165,850 of record *
c/o FCI, Inc. (40,000 indirectly)(1)
621 Shrewsbury Avenue
Shrewsbury, NJ 07702
Erich W. Tiepel Director 198,277 of record *
3900 S. Wadsworth, Ste 155 (302,448 indirectly)(1)
Lakewood, CO 80235
Dennis L. Yakobson President, Chief Exec- 374,154 of record 1.5%
1331 17th Street, Suite 720 utive Officer and Director (537,400 indirectly)(1)
Denver, CO 80202
Dresser Engineers & Shareholder 3,680,168 of record 6.0%
Constructors, Inc.
325 N. St. Paul Street
Dallas, TX 75201
All Directors and Executive Officers and Directors 2,071,803 of record 8.2%
Officers and a Group (2,900,700 indirectly) (3.4% of
(10 persons) record)
- ---------------
* Less than 1%
(1) Includes shares of common stock underlying presently exercisable stock options or stock purchase
warrants.
(2) Does not include 257,432 shares of common stock held of record by Mr. Butz's spouse as to which
shares he disclaims beneficial ownership and investment and voting power.
PAGE 13
EXECUTIVE COMPENSATION
Employment Contracts
The executive officers of the Company serve at the pleasure of the
Board of Directors and do not have fixed terms. Executive officers
generally are elected at the annual director meeting immediately following
the annual stockholder meeting. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board whenever in its
judgment the best interests of the Company will be served thereby, without
prejudice to contractual rights, if any, of the person so removed.
There are no family relationships among the executive officers. There
are no arrangements or understandings between any officer and any other
person pursuant to which that officer was elected.
The Company employs Messrs. Yakobson, Benham and Butz pursuant to
employment contracts that extend through March 31, 2002. Mr. Samuels is
employed pursuant to an employment contract that extends to January 1, 2002.
Mr. Livingston is employed according to a contract that extends to March 14,
2000. Mr. Fletcher is employed according to a contract that extends to
August 15, 2000.
The contracts provide that the individuals will serve in their present
capacities as officers, together with such duties, responsibilities and
powers as the board of directors may reasonably specify. The contracts
provide for annual cost of living adjustments. If the Company terminates
employment early without cause, the contracts provide for continuation of
salary for the remainder of the term or one year, whichever is more, as
severance pay. The contracts impose obligations of confidentiality as well
as covenants not to compete with the Company for three years following
termination of employment for any reason whatsoever.
Rentech's success with its technology and in implementing its business
plan to develop advanced technology businesses are both substantially
dependent upon the contributions of its executive officers and key
employees. The individuals include Dr. Charles B. Benham, Dr. Mark S. Bohn,
and Dennis L. Yakobson, each of whom have jointly and individually invented
various aspects of the Rentech GTL Technology. At this stage of the
Company's development, economic success of the Rentech GTL Technology
depends upon design of conversion plants and their startup to achieve
PAGE 14
optimal plant operations. That effort and establishment of the Company's
advanced technology businesses both require knowledge, skills, and
relationships unique to the Company's key personnel. Moreover, to
successfully compete with its Rentech GTL Technology and advanced
technologies, the Company will be required to engage in continuous research
and development regarding processes, products, markets and costs. Loss of
the services of the executive officers or other key employees could have a
material adverse effect on Rentech's business, operating results and
financial condition. Rentech does not have key man life insurance. Rentech
believes its employment contracts with its key personnel will be extended.
Cash Compensation
The following table shows all cash compensation paid or to be paid by
Rentech or any of its subsidiaries, as well as other compensation paid or
accrued during the fiscal years indicated to the chief executive officer and
the four other highest paid executive officers of Rentech as of the end of
Rentech's last fiscal year whose salary and bonus for such period in all
capacities in which the executive officer served exceeded $100,000.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
------------------------------------------- ------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted All
Name and Annual Stock LTIP Other
Principal Bonus Compen- Award(2) Options/ Payouts Compen-
Position Year Salary($) ($) sation($) ($) SARs (#) ($) sation($)
- ------------------ ---- -------- ----- --------- -------- ------- --------- ------
Dennis L. Yakobson 1999 $161,676 --- --- --- 35,000 --- ---
Chief Executive 1998 132,090 --- --- --- 20,000 --- ---
Officer 1997 114,954 --- --- --- 462,400 --- ---
Ronald C. Butz, Chief 1999 $150,972 --- --- --- 35,000 --- ---
Operating Officer 1998 128,058 --- --- --- 20,000 --- ---
1997 110,970 --- --- --- 450,880 --- ---
Charles B. Benham 1999 $134,308 --- --- --- 30,000 --- ---
Vice President- 1998 128,058 --- --- --- 20,000 --- ---
Research & 1997 110,970 --- --- --- 450,880 --- ---
Development
Mark S. Bohn 1999 $122,609 --- --- --- 30,000 --- ---
Vice President - 1998 --- --- --- --- --- --- ---
Engineering 1997 --- --- --- --- --- --- ---
James P. Samuels 1999 $133,144 --- --- --- 30,000 --- ---
Chief Financial 1998 128,058 --- --- --- 20,000 20,000 ---
Officer 1997 94,731 --- --- --- 579,500 --- ---
______________
PAGE 15
Option/SAR Exercises and Holdings
The following table sets forth information with respect to the named
executives, concerning the exercise of options and/or limited SARs during
the last fiscal year and unexercised options and limited SARs held as of the
end of the last fiscal year:
Aggregated Options/SAR Exercises
in Last Fiscal Year and FY-End Option/SAR Values:
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options/SARs Options/SARs
Acquired at FY-End (#) at FY-End ($)
on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
- ------------------- ----------- ----------- ------------- -------------
Dennis L. Yakobson --- --- 537,400(1) $157,259
Ronald C. Butz --- --- 465,880(1) 135,796
Charles B. Benham --- --- 520,880(1) 152,896
Mark S. Bohn --- --- 322,092(1) 90,142
James P. Samuels 49,500 $12,375 564,000(1) 169,178
_______________
(1) Exercisable.
Option/SAR Repricings
There have been no adjustments or amendments to the exercise price of
stock options or SARs previously awarded to any of the named executive
officers, whether through amendment, cancellation or replacement grants or
any other means during the last fiscal year.
PAGE 16
Option/SAR Grants in Last Fiscal Year*
Individual Grants
(a) (b) (c) (d) (e)
Number of % of Total Market
Securities Options/SARs Exercise Price on
Underlying Granted to or Base Date of Expi-
Options/SARs Employees in Price Grant ration
Name Granted(#) Fiscal Year ($/Sh) ($/Sh)* Date
- ------------------ ----------- ----------- -------- ---------- -------
Dennis L. Yakobson 35,000 12.50% .625 .625 07/26/04
Ronald C. Butz 35,000 12.50% .625 .625 07/26/04
Charles B. Benham 30,000 10.71% .625 .625 07/26/04
Mark S. Bohn 30,000 10.71% .625 .625 07/26/04
James P. Samuels 30,000 10.71% .625 .625 07/26/04
_______________
*The market price is determined by averaging the closing bid and ask price on the date of grant.
Profit Sharing Plan
The Company has adopted a profit sharing plan for the benefit of all
employees. The plan is administered by a committee appointed by the board
of directors. Awards by the committee to its members will be subject to
approval by the disinterested members of the board of directors. Awards are
discretionary and shall not aggregate an amount in excess of five percent
of audited pre-tax earnings before depreciation, amortization and
extraordinary income for the preceding fiscal year. Bonuses are payable
only if such pre-tax earnings exceed $500,000 for the year.
On January 1, 1998, the Company established a 401(k) plan. Employees
who are at least 21 years of age are eligible to participate in the plan and
share in the employer matching contribution. The employer is currently
matching 50% of the first 6% of the participant's salary deferrals. All
participants who have completed 1,000 hours of service and who are employed
on the last day of the plan year are eligible to share in the non-matching
employer contributions. Employer matching and non-matching contributions
vest immediately in years in which the plan is not top heavy. During years
in which the plan is top heavy, employer matching and non-matching
contributions vest 100% after three years of service. The Company
contributed $35,265 and $14,352 to the plan for the years ended September
30, 1999 and 1998.
PAGE 17
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors held five meetings during the fiscal year ended
September 30. No director attended fewer than 85% of the meetings of the
board of directors (held during the period for which he has been a director)
and the total number of meetings of committees of the board of directors on
which he served (during the period that he served).
The board of directors has a standing audit committee and stock option
committee. It has no standing nominating committee.
The audit committee currently consists of Messrs. John J. Ball, John
P. Diesel and Erich W. Tiepel. The audit committee formally met two times
during the fiscal year ended September 30, 1999, and also met informally
several other times. The function of the audit committee is to review the
nature and scope of the services of the independent public accountants, to
confer with the independent public accountants, to review the results of
their audit and Rentech's internal accounting controls, and to provide
assistance to the board of directors with respect to its corporate and
reporting practices.
The stock option committee currently consists of Messrs. Erich W.
Tiepel and Douglas L. Sheeran. The committee formally met two times during
the fiscal year ended September 30, 1999, and also met informally several
other times. The function of the committee is to make recommendations to
the board of directors regarding compensation to be paid to Rentech's key
employees in the form of stock options.
COMPLIANCE WITH SECTION 16(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Rentech's executive officers and directors are required to file reports
of ownership and changes in ownership of Rentech's securities with the
Securities and Exchange Commission as required under provisions of the
Securities Exchange Act of 1934. Based solely on the information provided
to Rentech by individual directors and executive officers, Rentech believes
that during the last fiscal year all directors and executive officers have
complied with the applicable filing requirements.
INDEPENDENT PUBLIC ACCOUNTANTS
The board of directors has selected BDO Seidman, LLP as the independent
certified public accountants to audit the books, records and accounts of
PAGE 18
Rentech for its 2000 fiscal year. To the knowledge of management, neither
such firm nor any of its members has any direct or material indirect
financial interest in Rentech nor any connection with Rentech in any
capacity otherwise than as independent accountants.
A representative of BDO Seidman, LLP is expected to be present at the
annual meeting of shareholders to answer proper questions and will be
afforded an opportunity to make a statement regarding the financial
statements.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual
meeting of shareholders held in 2001 must be received by Rentech on or
before January 17, 2001, in order to be eligible for inclusion in Rentech's
proxy statement and form of proxy. To be included, a proposal must also
comply with all applicable provisions of Rule 14a-8 under the Securities
Exchange Act of 1934.
2. OTHER BUSINESS
Management does not know of any other matters to be brought before the
annual meeting. If any other business items not mentioned in this proxy
statement are properly brought before the meeting, the individuals named in
the enclosed proxy intend to vote such proxy in accordance with the
directors' recommendations on those matters.
By Order of the Board of Directors,
RONALD C. BUTZ
Secretary
PAGE 19
PROXY RENTECH, INC. PROXY
1331 17th Street, Suite 720
Denver, Colorado 80202
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Linda D. Kansorka and Mark A. Koenig
as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated below, all
the shares of common stock of Rentech, Inc. held of record on April 5,
2000, by the undersigned at the annual meeting of shareholders to be held
at Courtyard by Marriott, Cosmopolitan Room, 934 16th Street, Denver,
Colorado on May 25, 2000 at 9:00 a.m. local time, and at any adjournment
thereof.
ELECTION OF DIRECTORS
/ / FOR nominee listed below (except as marked to the contrary
below.)
/ / WITHHOLD AUTHORITY to vote for nominee listed below.
For three-year terms to 2003 and until their successors are elected
and qualified: John J. Ball Erich W. Tiepel
/ / / /
(INSTRUCTION: Mark only one box. To withhold authority to vote for
any individual nominee, write that nominee's name in the space provided
below.)
2. In their discretion the proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE AS TO WHOM AUTHORITY TO
VOTE HAS NOT BEEN WITHHELD AND FOR ALL OTHER PROPOSALS.
Please sign exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: , 2000
--------------------------------
--------------------------------
Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.