SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AMAX GOLD INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which 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):
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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[LOGO OF AMAX GOLD INC. APPEARS HERE]
9100 EAST MINERAL CIRCLE, ENGLEWOOD, COLORADO 80112
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 6, 1997
To the Holders of Common Stock:
The Annual Meeting of Stockholders of Amax Gold Inc. (the "Company") will be
held in the offices of the Company at 9100 East Mineral Circle, Englewood,
Colorado on May 6, 1997, at 10:00 a.m. (Denver time) for the following
purposes:
1. To elect six directors, each to hold office until the 1998 Annual Meeting
of Stockholders;
2. To ratify the selection of Price Waterhouse LLP as independent
accountants for the current fiscal year; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on March 12, 1997 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournments or postponements
thereof. All holders of common stock of record at that time are entitled to
vote at the meeting.
It is important that your stock be represented at the meeting. Whether or
not you plan to attend, please sign, date, and return the enclosed proxy
promptly in order to be sure that your shares will be voted. You may revoke
your proxy at any time before it is voted at the meeting by submitting a
written revocation or a new proxy or by attending the meeting and voting in
person.
DEBORAH J. FRIEDMAN
Vice President, General Counsel
and Secretary
Englewood, Colorado
April 7, 1997
[LOGO OF AMAX GOLD INC. APPEARS HERE]
PROXY STATEMENT
This Proxy Statement is being furnished to the stockholders of Amax Gold
Inc., a Delaware corporation ("Amax Gold" or the "Company"), in connection
with the solicitation of proxies by the Company's Board of Directors from
holders of outstanding shares of the Company's common stock, par value $0.01
per share ("Common Stock"), on March 12, 1997 (the "Record Date"), for use at
the Annual Meeting of Stockholders of the Company to be held on May 6, 1997
and at any adjournments or postponements thereof. Only holders of Common Stock
of record at the close of business on March 12, 1997 will be entitled to vote
at the meeting, each share of such stock being entitled to one vote. On March
12, 1997, there were outstanding 99,329,039 shares of Common Stock. Assuming a
quorum is present, a plurality of the votes cast is required to elect
directors. Cyprus Amax Minerals Company, a Delaware corporation ("Cyprus
Amax"), held as of the Record Date approximately 52.5 percent of the
outstanding shares of Common Stock. The affirmative votes of Cyprus Amax will
be sufficient to approve each matter without the affirmative vote of any other
stockholder. The Annual Report to Stockholders for the year ended December 31,
1996 was mailed on or about March 13, 1997. The proxy statement and enclosed
form of proxy are being mailed on or about April 9, 1997 to each stockholder
entitled to vote at the meeting.
Properly executed proxies returned at or prior to the meeting, unless
subsequently revoked, will be voted in accordance with the directions thereon.
If no directions are specified, the shares represented by the proxy will be
voted FOR proposals 1 and 2. Abstentions are counted in tabulations of votes
cast at the meeting and thus have the same effect as a negative vote, whereas
shares not voted due to the failure of a broker to exercise his discretionary
authority are not tabulated for purposes of determining whether a proposal has
been approved. You may revoke your proxy at any time before it is voted at the
meeting by submitting a written revocation or a new proxy to the Secretary of
the Company or by attending the meeting and voting in person. The persons
named in the proxy will have discretionary authority to vote with respect to
additional matters that may properly come before the meeting.
The entire cost of the solicitation of proxies will be borne by the Company.
In addition to solicitation by mail, officers and regular employees of the
Company may solicit proxies by telephone, telegraph or personal contact.
Additional solicitation of proxies of brokers, banks, nominees and
institutional investors will be made by Georgeson & Company Inc. at a cost to
the Company of approximately $5,000 plus out-of-pocket expenses.
ELECTION OF DIRECTORS
The Company currently has six directors, each of whom is elected to serve
until the next annual meeting of stockholders or until his successor is duly
elected and qualified. The Board of Directors has nominated Messrs. Milton H.
Ward, Richard H. Block, Allen Born, Gerald J. Malys, Vernon Taylor, Jr., and
Russell L. Wood for election as directors at the Annual Meeting and to serve
until the 1998 Annual Meeting of Stockholders or until their successors are
duly elected and qualified. It is not anticipated that any nominee will become
unavailable for any reason, but if that should occur before the Annual
Meeting, the persons named in the enclosed proxy reserve the right to
substitute another person of their choice as nominee in his place or to vote
for such lesser number of directors as may be prescribed by the Board of
Directors in accordance with the Company's Certificate of Incorporation and
By-Laws.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES.
INFORMATION CONCERNING DIRECTOR NOMINEES
Milton H. Ward, age 64, has been Chairman of the Board of Directors and Chief
Executive Officer of the Company since November 1993. Mr. Ward also served as
President of the Company from November 1993 to February 1995. Mr. Ward has been
Chairman, President and Chief Executive Officer of Cyprus Amax since May 1992.
Mr. Ward served as a Director, President and Chief Operating Officer of
Freeport-McMoRan Inc. from 1983 until 1992 and Chairman and Chief Executive
Officer of Freeport McMoRan Copper & Gold Inc. from 1984 until 1992. Mr. Ward
is a director of the National Mining Association and a member of the National
Academy of Engineering.
Richard H. Block, age 46, has been a director of the Company since July 1996.
Mr. Block has been President of IMC-Agrico Company since January 1996. Mr.
Block served as Executive Vice President and Chief Operating Officer of
Freeport-McMoRan Inc., Senior Vice President of Freeport McMoRan Copper & Gold
Inc. and Chairman of Rio Tinto Minera, S.A., a Spanish affiliate, from June
1994 to January 1996. He served as Senior Vice President of Freeport-McMoRan
from August 1993 to June 1994, and served as President of The Agrico Chemical
Company Division of Freeport-McMoRan from April 1990 to August 1993. He is a
director of the Potash and Phosphate Institute, the Florida Phosphate Council
and the Phosphate Chemicals Export Association and has served on the boards of
The Fertilizer Institute and The Sulphur Institute and on the Council of the
International Fertilizer Industry Association.
Allen Born, age 63, has been a director of the Company since May 1987. Mr.
Born has served as Chairman and Chief Executive Officer of Alumax Inc. since
November 1993. He served as Chairman of AMAX Inc. from June 1988 to November
1993, as Chief Executive Officer of AMAX Inc. from January 1986 to November
1993 and as President and Chief Operating Officer of AMAX Inc. from June 1985
through July 1991. Mr. Born is a director of Cyprus Amax, AK Steel and the
International Primary Aluminium Institute and the Chairman of the Aluminum
Association.
Gerald J. Malys, age 52, has been a director of the Company since November
1993. Mr. Malys has been Senior Vice President and Chief Financial Officer of
Cyprus Amax since August 1989. He served as Senior Vice President, Financial
and Information Services of Cyprus Amax from August 1988 to July 1989 and Vice
President and Corporate Controller of Cyprus Amax from 1985 to August 1988.
Vernon Taylor, Jr., age 81, has been a director of the Company since May
1987. Mr. Taylor has served as President and Director of Westhoma Oil Company
and Peerless, Inc. since 1966. He served as a director of Cyprus Amax from July
1985 to May 1993.
Russell L. Wood, age 69, has been a director of the Company since May 1987.
Mr. Wood has been a mining consultant and independent businessman since May
1989. He served as President and Chief Executive Officer of Asamera Minerals
Inc. from May 1990 to February 1992 and as President of Copper Range Company
from 1985 to 1989. He is a trustee of the Western Museum of Mining and Industry
in Colorado Springs, Colorado.
COMPLIANCE WITH EXCHANGE ACT SECTION 16(A)
The Company's officers and directors and persons who are beneficial owners of
more than 10 percent of the Common Stock ("10 percent beneficial owners") are
required to file reports of their holdings and transactions in the Common Stock
with the Securities and Exchange Commission and to furnish the Company with
copies of such reports. Based primarily upon its review of the copies it has
received and upon written representations, the Company believes that during the
fiscal year ended December 31, 1996, each of the Company's officers, directors
and 10 percent beneficial owners has complied with all such filing
requirements.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held ten meetings in 1996. No director attended fewer
than 75 percent of the aggregate of (i) the number of meetings of the Board of
Directors and (ii) the number of meetings of committees of the Board of
Directors on which he served.
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Audit Committee. The Audit Committee, which met twice in 1996, has as its
members Richard H. Block, Vernon Taylor, Jr. and Russell L. Wood. The Audit
Committee recommends to the Board of Directors the independent accounting firm
responsible for conducting the annual audit of the Company's accounts and
reviews the nature and scope of audit examinations, the financial organization
and accounting practices of the Company and the qualifications and performance
of its internal auditors. In addition, the Audit Committee recommends to the
Board of Directors policies concerning avoidance of employee conflicts of
interest and avoidance of conflicts of interest between the Company and Cyprus
Amax and reviews the administration of such policies.
Compensation Committee. The Compensation Committee, which met one time in
1996, has as its members Richard H. Block and Vernon Taylor, Jr. and is
responsible for establishing, implementing and monitoring the Company's
policies and plans for executive development, succession planning and
compensation of officers and key employees of the Company.
Nominating Committee. The Nominating Committee, which met one time in 1996,
has as its members Richard H. Block, Allen Born, Gerald J. Malys, Vernon
Taylor, Jr., Milton H. Ward and Russell L. Wood. The Nominating Committee
reviews and makes recommendations concerning the qualifications of prospective
Board members. The Nominating Committee does not consider individuals
nominated by stockholders for election to the Board of Directors. However,
under the By-Laws, nominations for the election of directors may be made by
any stockholder entitled to vote in the election of directors generally, but
only if written notice of such stockholder's intent to make such nominations
has been received by the Secretary of the Company at 9100 East Mineral Circle,
Englewood, Colorado 80112 not later than (i) with respect to an election to be
held at an annual meeting of stockholders, 90 days prior to the anniversary
date of the immediately preceding annual meeting, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to stockholders. Each such notice shall
set forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Company entitled to
vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) the
number of shares of the Common Stock owned of record and beneficially by the
stockholder; (d) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (e) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (f) the consent of each nominee to serve as a director of the
Company. The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
COMPENSATION OF DIRECTORS
For their services, all directors (except Mr. Ward) receive an annual
retainer of $15,000 and a $1,000 fee for attendance at meetings of the Board
of Directors. Members of committees of the Board of Directors (except Mr.
Ward) are compensated at the rate of $600 per committee meeting attended,
while committee chairmen receive $1,000 per meeting attended. As an officer of
the Company, Mr. Ward is eligible to participate in the Amax Gold Inc. 1992
Stock Option Plan (the "Stock Option Plan") and the Amax Gold Inc. Key
Executive Long-Term Incentive Plan (the "Long-Term Incentive Plan").
Under the Stock Grant Plan for Nonemployee Directors of Amax Gold Inc., on
the day following the annual meeting of stockholders in each year, each
director who is not then an officer or employee of the Company or any of its
subsidiaries will be granted 1,500 shares of Common Stock, until a maximum of
100,000 shares in the aggregate have been granted. As of March 12, 1997, a
total of 22,500 shares had been granted to five directors.
The Company has a Deferred Compensation Plan for Members of the Board of
Directors of Amax Gold Inc. (the "Deferred Compensation Plan"), under which
any director who is not an employee of the Company may elect to defer all or a
portion of his director's fees. Amounts deferred under the Deferred
Compensation Plan are credited to a participant's account in the form of a
right to receive shares of the Common Stock at the
3
closing market price on the Composite Tape of the New York Stock Exchange on
the date such participant would have received such compensation had a deferral
election not then been in effect. Distributions are made to participants upon
or following termination of service as a director. Messrs. Born, Malys and
Wood have elected to participate in the Deferred Compensation Plan.
COMPENSATION OF EXECUTIVE OFFICERS
The following compensation table sets forth information for the years
indicated concerning the compensation of the chief executive officer and each
of the four other most highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
-------------------------
AWARDS
-------------------------
ANNUAL COMPENSATION
------------------------------------------
SECURITIES
RESTRICTED UNDERLYING
OTHER STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL FISCAL ANNUAL AWARDS SARS COMPENSATION
POSITION YEAR SALARY ($) BONUS($) COMPENSATION($) ($)(1) (#)(2) ($)(3)
- ------------------ ------ ---------- -------- --------------- ----------- ----------- ------------
Milton H. Ward(4) 1996 292,000 -- -- -- -- --
Chairman of the Board
and 1995 267,707 -- -- -- 75,000 --
Chief Executive Officer 1994 211,611 -- -- -- 40,000 --
S. Scott Shellhaas(5) 1996 165,000 100,000 50,565(6) -- 50,000 6,187
President and Chief
Operating Officer
Mark A. Lettes 1996 160,000 20,000 -- -- -- 6,337
Vice President, Trading 1995 145,000 23,500 -- 55,825 18,750 5,850
1994 130,000 24,500 -- 45,000 55,000 10,694
Deborah J. Friedman(7) 1996 154,500 25,000 -- -- -- 6,300
Vice President, General 1995 150,000 20,500 -- 50,750 14,500 6,377
Counsel and Secretary 1994 48,336 22,000 -- 28,200 19,500 --
Andrew F. Pooler 1996 145,000 25,000 -- -- -- 5,981
Vice President 1995 125,000 23,500 -- 55,825 18,750 5,363
1994 110,000 16,500 -- 27,000 29,500 3,713
- --------
(1) No awards were granted under the Long-Term Incentive Plan in 1996; awards
for 1996 were granted effective January 2, 1997. As of the end of fiscal
1996, the aggregate restricted stock holdings of the named executives
totaled 37,650 shares with a fair market value of $240,019 based on the
closing price of Common Stock of $6.375 per share on December 31, 1996.
Such holdings include $96,900 (15,200 shares) for Mr. Lettes; $74,588
(11,700 shares) for Ms. Friedman; and $68,531 (10,750 shares) for Mr.
Pooler. The actual value an executive may realize will depend upon the
amount of the stock in respect of which restrictions lapse and the value
realized, which may be greater or less than this amount. Dividends, if
any, will be paid on the restricted stock.
(2) Amounts represent options to purchase shares of Common Stock awarded under
the Company's Stock Option Plan. Except for options granted to Mr.
Shellhaas on his election, options for 1996 were granted effective January
2, 1997.
(3) The 1996 amounts include employer contributions to the Thrift Plan for
Employees of Amax Gold Inc. and Its Subsidiaries (the "Thrift Plan") in
the following amounts: $6,187 for Mr. Shellhaas; $6,337 for Mr. Lettes;
$6,300 for Ms. Friedman; and $5,981 for Mr. Pooler.
(4) Amounts represent payments made by the Company to Cyprus Amax in respect
of a portion of Mr. Ward's base salary and benefits attributable to his
service as an officer of the Company.
(5) The 1996 amounts represent compensation from Mr. Shellhaas' election in
April through December 1996.
(6) Amount represents reimbursement for moving expenses.
(7) The 1994 amounts represent compensation from Ms. Friedman's election in
September through December 1994.
4
Option/SAR Grants in the Last Fiscal Year
The following table sets forth certain information concerning stock options
granted during 1996 by the Company under the Stock Option Plan to the chief
executive officer and each of the four other most highly compensated executive
officers of the Company.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
--------------------------------------------------------------
% OF TOTAL
NUMBER OF SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE GRANT DATE
NAME (#)(1) YEAR(2) ($/SHARE)(3) EXPIRATION DATE PRESENT VALUE ($)(4)
- ---- -------------------- ------------ ------------ --------------- --------------------
S. Scott Shellhaas 50,000 100 6.75 4/1/06 111,980
- --------
(1) All options are granted with an alternative settlement method under which,
in the Company's discretion, the option holder may exercise the option as
if it were a stock appreciation right.
(2) The percentage calculation is based on a total of 50,000 options granted
in fiscal year 1996. Except for options granted to Mr. Shellhaas on his
election as an executive officer in 1996, options for 1996 were granted
effective January 2, 1997.
(3) The exercise price for each grant is equal to 100 percent of the fair
market value of Common Stock on the grant date. All options vest two years
after the date of grant and have a term of ten years, subject to earlier
termination in certain events related to termination of employment.
(4) The Grant Date Present Value is estimated in accordance with the Black-
Scholes option pricing model. The Company assumed an option term of 3.18
years, volatility of .3728, no dividend yield, and an interest rate of
6.02 percent. There can be no assurance that this value will be realized.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table sets forth information concerning stock options granted
to the chief executive officer of the Company and each of the four most highly
compensated executive officers which remain unexercised at December 31, 1996.
There can be no assurance that the values of unexercised in-the-money stock
options reflected in this table will be realized.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR(1) AND FISCAL YEAR-END
OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END (#) AT FY-END ($)(2)
------------------------- --------------------------
NAME EXERCISABLE/ UNEXERCISABLE EXERCISABLE/ UNEXERCISABLE
- ---- -------------------------- --------------------------
Milton H. Ward........... 40,000/75,000 5,000/0
S. Scott Shellhaas....... 0/50,000 0/0
Mark A. Lettes........... 73,000/18,750 3,750/0
Deborah J. Friedman...... 19,500/14,500 2,438/0
Andrew F. Pooler......... 54,500/15,500 2,438/0
- --------
(1)There were no options/SAR exercises during 1996.
(2) Amounts represent the fair market value (average of the high and low) of
the underlying Common Stock at December 31, 1996 less the exercise price.
5
Pension and Benefits
The Retirement Plan for Salaried Employees of the Company (the "Retirement
Plan") covers executive officers (except Mr. Ward, who participates in the
Cyprus Amax Retirement Plan for Salaried Employees) and most other salaried
employees. The amount of annuity a retiring employee will receive on a single-
life basis is determined under the formula set forth below. Upon retirement, a
married employee receives a reduced annuity payment that continues after death
to cover the surviving spouse, unless the employee and the spouse elect one of
the alternate options of equivalent actuarial value. The benefit payable on
the employee's normal retirement date is equal to: (i) 1.7 percent of annual
earnings (base salary plus bonus) received by the employee during each year
after 1996, plus (ii) 1.7 percent of the employee's average annual earnings
for the years 1992 through 1996 multiplied by the employee's service prior to
1997, minus (iii) 1.1 percent of the employee's Social Security offset
multiplied by the employee's service prior to 1997, not to exceed 35 years. In
addition, this benefit will be at least as great as the benefit under the
Retirement Plan for Employees of Amax Gold Inc. as of June 30, 1994, plus the
benefit determined under the preceding sentence for service beginning July 1,
1994. In those cases where the amounts payable under the Retirement Plan
exceed the annual pension limitations imposed by the Internal Revenue Code of
1986, as amended (the "Code"), such excess will be paid from the Company's
Excess Benefit Plan (the "Excess Plan"). Benefits payable under the Retirement
Plan also are subject to reduction to the extent that participants receive
payments pursuant to other Company-sponsored pension or retirement plans that
have been suspended, discontinued or otherwise terminated. The amounts shown
in the table below reflect the aggregate of payments under both the Retirement
Plan and the Excess Plan.
The estimated annual benefits payable upon retirement at normal retirement
age are $136,875 for S. Scott Shellhaas; $97,972 for Mark A. Lettes; $68,552
for Deborah J. Friedman; and $100,744 for Andrew F. Pooler. The foregoing
estimates are calculated by using salary and bonus amounts actually received
for the years from 1992 to 1996 and estimating base salary and bonus for
future years to be equal to 1996 base salary and bonus amounts.
The five-year period 1992 through 1996 currently used in the benefit formula
described above may be rolled forward by the Board of Directors. The table
below provides information on retirement benefits (subject to reduction by a
percentage of Social Security benefits), assuming that the formula is applied
to average annual remuneration during the five years prior to retirement:
PENSION PLAN TABLE
ESTIMATED ANNUAL PENSION FOR YEARS OF CREDITED SERVICE
----------------------------------------------------------------
FIVE YEAR
AVERAGE ANNUAL 5 10 15 20 25 30 35
EARNINGS YEARS YEARS YEARS YEARS YEARS YEARS YEARS
- -------------- ------ ------ ------ ------- ------- ------- -------
150,000 12,750 25,500 38,250 51,000 63,750 76,500 89,250
200,000 17,000 34,000 51,000 68,000 85,000 102,000 119,000
250,000 21,250 42,500 63,750 85,000 106,250 127,500 148,750
300,000 25,500 51,000 76,500 102,000 127,500 153,000 178,500
350,000 29,750 59,500 89,250 119,000 148,750 178,500 208,250
The amounts above are payable upon retirement between ages 62 and 65. For
retirement below age 62, the annual annuity amounts are reduced as provided in
the Retirement Plan. At December 31, 1996, the years of credited service under
the Retirement Plan for Mr. Shellhaas, Mr. Lettes, Ms. Friedman, and Mr.
Pooler were 15 years (including 14 years of credited service under the Cyprus
Amax Retirement Plan for Salaried Employees), 17 years, two years, and 11
years, respectively. For purposes of determining benefits under the Retirement
Plan, covered compensation for these individuals includes the amounts shown in
the "Salary" and "Bonus" columns of the Summary Compensation Table with
certain minor adjustments.
6
Key Employee Separation Plan
The Amax Gold Inc. and Subsidiaries Key Employee Separation Plan, effective
March 1997 (the "Separation Plan"), provides all executive officers (except Mr.
Ward) and certain other salaried employees of the Company with benefits in the
event of a Change of Control (as defined in the Separation Plan). The
Separation Plan would provide benefits, based on salary grade level, equal to
between 52 weeks and 104 weeks of the employee's annual salary and bonus (with
the president of the Company receiving 156 weeks of pay). The Separation Plan
is effective for any qualifying events occurring prior to December 31, 1999,
and may be terminated at any time by 90 days' prior written notification to
eligible key employees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Block and Taylor, with Mr.
Taylor serving as Chairman. Mr. Ward is Chairman, President and Chief Executive
Officer of Cyprus Amax. Mr. Ward is compensated by Cyprus Amax, and the Company
reimburses Cyprus Amax for a portion of his base salary and benefits
attributable to his services as an officer of the Company. None of the present
or former members of the Company's Compensation Committee served on the Cyprus
Amax Compensation Committee, and no executive officers of the Company served on
the Cyprus Amax Compensation Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee. As part of its duties, the Compensation Committee
reviews compensation levels and evaluates the performance of executive
management. The Compensation Committee also administers the Company's various
incentive plans.
Compensation Philosophy. The Company's compensation philosophy is to (i)
provide a program that will be able to attract, select and retain high caliber
managerial and technical talent, (ii) assess and develop its personnel to
succeed to key positions throughout the Company, (iii) provide compensation
opportunities that are competitive with those provided by other gold mining
companies, and (iv) create a balance between short term performance measures
and long term strategic direction and decisions through long term incentive
programs that are linked to stockholder value.
The Company's compensation program for executive officers consists of base
salary, annual incentives and long term incentives that are tied to a review of
the individual performance of each executive officer, the Company's
performance, overall business and economic conditions, and compensation data
for companies competing for the same executive talent.
Base Salary. The base salary for each executive officer, excluding the chief
executive officer, is established to be near the median base salary in the
competitive marketplace and is adjusted based on the Compensation Committee's
assessment of the executive officer's performance, the length of time in a
certain position and the overall financial condition of the Company. Base
salaries are reviewed each year by the Compensation Committee.
Annual Incentive Program. Annual incentive awards are contingent on the
Compensation Committee's year-end assessment of the performance of both the
Company and the executive officer. Achievement of the Company's performance
goals is not applied as part of a strict formula to determine the level of
incentive awards, but, instead, is used by the Compensation Committee as a
guideline in determining the awards. Although the Company reported a net loss
of approximately $9 million in 1996, excluding write-downs and special items,
the Company did complete two projects, entered into an agreeement to acquire a
third project and reduced cash operating costs by approximately 18.5 percent.
Accordingly, annual incentive bonuses were awarded at approximately 60 percent
of target amounts, with adjustments based on the Compensation Committee's
subjective view of individual performance after consultation with the Company's
executive management.
7
Long Term Equity Compensation. Equity participation is intended to create a
focus by executive management on key performance measures that drive
stockholder values. Therefore, the Compensation Committee gave added
significance to long term equity compensation in the form of stock options and
long term performance based restricted stock awards. For 1996, long term
incentive awards, including stock options and restricted stock awards, were
granted effective January 2, 1997, and were, on average, slightly above the
median levels in the competitive market place for such awards. These awards
reflect the Compensation Committee's view of the relative importance of the
individual's position, his or her current performance and continuing
contribution, and prospective impact on the Company's future success, as well
as the creation of stockholder value.
Stock options were granted under the 1992 Stock Option Plan with an exercise
price equal to the fair market value of the Common Stock on the date of grant
and vest two years from the date of the grant.
Restricted stock awards were granted under the Key Executive Long-Term
Incentive Plan (previously referred to as the Performance Share Plan).
Restrictions on shares of Common Stock lapse upon completion of successive
three year performance periods to the extent that there is favorable
comparison in terms of total stockholder return with competitive companies in
the gold industry as measured by a peer group. The lapse of such restrictions
could be deferred, accelerated or otherwise adjusted at the sole discretion of
the Compensation Committee based on strategic and comparative performance
assessment or other factors deemed relevant by the Compensation Committee.
Such shares could be delivered on an accelerated basis in the event of a
change in control or forfeited as determined by the Compensation Committee in
certain circumstances.
Compensation of the Chief Executive Officer. Mr. Ward, Chairman and Chief
Executive Officer of the Company, is compensated by Cyprus Amax and the
Company reimburses Cyprus Amax for the portion of his base salary and benefits
attributable to his services as an officer of the Company. In determining the
compensation to be awarded to Mr. Ward for his services to the Company, the
Compensation Committee considered the salaries paid to chief executive
officers at competitive companies and the base salary payable to Mr. Ward
under an employment agreement between Cyprus Amax and Mr. Ward. Mr. Ward's
employment agreement with Cyprus Amax establishes a base salary and a bonus
targeted at 100 percent of base salary but does not address reimbursement of
Mr. Ward's salary and benefits by the Company. The Compensation Committee also
recognized the significant improvements made during 1996, the third full year
Mr. Ward served as Chairman and Chief Executive Officer of the Company.
Although the Company reported a net loss of approximately $9 million in 1996,
excluding write downs and special items, the Company was able to bring three
projects to fruition. With the completion of the Company's 50 percent-owned
Refugio mine in northern Chile and 100 percent-owned Fort Knox mine in Alaska,
and assuming completion of the acquisition of Cyprus Amax's 50 percent
interest in the Kubaka mine in Far Eastern Russia (expected in early 1997),
the Company's production for 1997 is expected to approach 700,000 ounces of
gold at an average cash cost of $220 to $230 per ounce. The Company reduced
total average cash costs in 1996 from $313 per ounce in 1995 to $255 per ounce
and increased annual production by 13 percent to 268,300 ounces. In addition,
the management team was strengthened by appointing S. Scott Shellhaas as
President and Chief Operating Officer in April and restructuring other key
managerial positions at the operating locations. These management changes
offer an opportunity of building a team that combines operational excellence
at the Company's existing mines with the ability to acquire or develop new
projects in the future. Based on these factors and the subjective
determination of the Compensation Committee, approximately 25 percent of Mr.
Ward's base salary and benefits paid by Cyprus Amax was reimbursed by the
Company in 1996.
Mr. Ward is eligible to participate in the Company's Stock Option Plan and
Key Executive Long-Term Incentive Plan. The Compensation Committee awarded to
Mr. Ward 100,000 stock options effective January 2, 1997 based on the amount
of time Mr. Ward dedicated to the Company and the subjective determination of
the Compensation Committee.
Section 162(m) Compliance. Under Section 162(m) of the Internal Revenue Code
of 1986, as amended, federal income tax deductions of publicly traded
companies may be limited to the extent total compensation (including base
salary, annual bonus, restricted stock awards, stock option exercises and non
qualified benefits)
8
for certain executive officers exceeds $1 million in any one year. The
Compensation Committee intends to design the Company's compensation programs
so that the total compensation paid to any employee will not exceed $1 million
in any one year.
As the Company moves forward in its efforts to create stockholder value, the
Compensation Committee will continue to review, monitor and evaluate the
Company's program for executive compensation to assure that it is effective in
supporting the Company's strategy to attract, retain and motivate talented
executives, properly reflects changes in accounting rules and tax laws and
appropriately compensates executives for their performance on behalf of the
Company and its stockholders.
Vernon Taylor, Jr.
Richard H. Block
Rockwell A. Schnabel*
- --------
* Mr. Schnabel resigned from the Board in February 1997.
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Company's
cumulative total stockholder return on Common Stock over the prior five years
(assuming reinvestment of dividends at date of payment into Common Stock) with
the cumulative total return on the published Standard & Poor's 500 Stock Index
and the stocks for peer companies (weighting the returns of these peer
companies based on stock market capitalization as of the beginning of the
period). The peer companies selected by the Company for this Proxy Statement
were Battle Mountain Gold Company, Battle Mountain Gold Canada Inc. (formerly
Hemlo Gold Mines Inc.), Echo Bay Mines Ltd., Pegasus Gold Inc. and TVX Gold
Inc. Cumulative total stockholder return (on an assumed initial investment of
$100 at December 31, 1991), as determined at the end of each year, reflects
the change in stock price, assuming reinvestment of dividends.
[GRAPH APPEARS HERE]
9
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of March 12, 1997, the following table sets forth the amount of all equity
securities of the Company and Cyprus Amax that are beneficially owned by each
director of the Company, each of the executive officers named in the Summary
Compensation Table and all directors and executive officers of the Company as a
group. The table segregates shares held from shares beneficially owned through
ownership of options to purchase shares of Common Stock. A person is considered
to "beneficially own" any shares (i) over which such person exercises sole or
shared voting or investment power or (ii) of which such person has the right to
acquire beneficial ownership at any time within 60 days (e.g., through the
exercise of stock options). Unless otherwise indicated, each person has sole
voting and investment power with respect to the shares set opposite his or her
name.
NUMBER OF
NUMBER OF NUMBER OF SHARES OF
SHARES OF SHARES OF SERIES B CYPRUS AMAX
NAME OF BENEFICIAL OWNER COMMON STOCK(1)(2) PREFERRED STOCK COMMON STOCK(1)
- ------------------------ ------------------ ------------------ ---------------
Milton H. Ward.......... 60,000(3) -- 1,291,316(4)
Richard H. Block........ 25,000 -- --
Allen Born.............. 22,513(5) -- 22,148
Gerald J. Malys......... 14,855(5) -- 223,045(4)(6)
Vernon Taylor, Jr....... 145,880(7) 23,000(7) 20,094(8)
Russell L. Wood......... 15,103(5) -- --
S. Scott Shellhaas...... 25,758 -- 32,376(4)
Mark A. Lettes.......... 99,980(3) -- 100
Deborah J. Friedman..... 49,372(3) 400 26,863(4)
Andrew F. Pooler........ 75,011(3) -- --
All directors and
executive officers as a
group (13 persons)..... 574,274(9) 23,400 1,639,670(10)
- --------
(1) All amounts shown are less than one percent of the class, except for shares
of Cyprus Amax Common Stock owned by Mr. Ward, which represent
approximately one percent of such class.
(2) Each share of $3.75 Series B Convertible Preferred Stock, par value $1.00
per share ("Series B Preferred Stock"), is convertible into 6.061 shares of
Common Stock. Amounts include shares obtainable upon conversion of the
Series B Preferred Stock, shares held under the Thrift Plan and restricted
stock granted under the Long-Term Incentive Plan.
(3) Includes shares subject to options exercisable within 60 days: 40,000
shares for Mr. Ward; 73,000 shares for Mr. Lettes; 19,500 shares for Ms.
Friedman; and 54,500 shares for Mr. Pooler.
(4) Includes shares subject to options exercisable within 60 days: 909,552
shares for Mr. Ward; 127,982 shares for Mr. Malys; 17,000 shares for Mr.
Shellhaas; and 21,700 shares for Ms. Friedman.
(5) Includes shares held in the Deferred Compensation Plan: 7,875 shares for
Mr. Born; 8,355 shares for Mr. Malys; and 10,603 shares for Mr. Wood.
(6) Includes 14,000 shares held by Mrs. Malys.
(7) Includes 1,227 shares of Common Stock and 23,000 shares of Series B
Preferred Stock owned by trusts of which Mr. Taylor, as trustee, has
investment or voting power.
(8) Includes 12,344 shares of Cyprus Amax Common Stock obtainable upon
conversion of 6,000 shares of $4.00 Series A Convertible Preferred Stock of
Cyprus Amax owned by a trust of which Mr. Taylor, as trustee, has
investment or voting power.
(9) Includes 196,750 shares subject to options exercisable within 60 days.
(10) Includes 1,098,234 shares subject to options exercisable within 60 days.
10
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors, pursuant to the recommendation of the Audit
Committee, unanimously recommends the selection of Price Waterhouse LLP to
serve as independent accountants for the Company for its 1997 fiscal year.
Price Waterhouse LLP has served as the Company's independent accountants since
1994.
Neither the firm of Price Waterhouse LLP nor any of its partners has a
direct, or material indirect, financial interest in the Company or any of its
subsidiaries. Representatives of Price Waterhouse LLP will be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and to respond to appropriate stockholder questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS PROPOSAL.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 12, 1997, the following is, to the knowledge of the Company, the
only person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934) who is a beneficial owner of more than
five percent of the Common Stock:
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP CLASS
- ------------------- -------------------- -------
Cyprus Amax 64,983,326 shares (1) 57.9%
9100 East Mineral Circle
Englewood, Colorado 80112
- --------
(1) Includes 12,850,671 shares of Common Stock that Cyprus Amax has the right
to acquire within 60 days. Does not include the 16,000,000 shares of Common
Stock that Cyprus Amax may acquire in connection with the acquisition of
the Kubaka gold mine or any additional shares that may be issued to Cyprus
Amax in connection with the Fort Knox Financing Arrangement, as defined
below under the heading "CERTAIN TRANSACTIONS-RELATIONSHIP WITH CYPRUS
AMAX."
CERTAIN TRANSACTIONS-RELATIONSHIP WITH CYPRUS AMAX
Cyprus Amax currently owns 52,132,655 shares or approximately 52.5 percent of
the outstanding shares of Common Stock of the Company. Cyprus Amax is the
beneficial owner of 64,983,326 shares or approximately 57.9 percent of the
Common Stock as a result of Cyprus Amax's rights under certain agreements
(described below) that permit the issuance of Common Stock in lieu of
outstanding indebtedness and other obligations. Assuming consummation of the
Kubaka acquisition, Cyprus Amax would become the owner of approximately 59.1
percent of the Company's outstanding Common Stock. Cyprus Amax's ownership
interest is subject to increase pursuant to these and other arrangements
discussed below. See also, "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS."
Directors and officers of Cyprus Amax comprise three of the six members of
the Company's Board of Directors. Milton H. Ward, Chairman of the Board of
Directors and Chief Executive Officer of the Company, is Chairman, President
and Chief Executive Officer of Cyprus Amax; Gerald J. Malys, a director of the
Company, is Senior Vice President and Chief Financial Officer of Cyprus Amax;
and Allen Born, a director of the Company, is also a director of Cyprus Amax.
Cyprus Amax is party to a number of contracts with the Company, which are
described below.
Fort Knox Financing Arrangement. The Company entered into a financing
arrangement in March 1996 with Cyprus Amax (the "Fort Knox Financing
Arrangement") under which Cyprus Amax has guaranteed (the "Cyprus Amax
Guaranty") the Company's $250 million secured financing (the "Fort Knox Loan")
until economic completion of the Fort Knox mine and has provided the Company
with a $250 million demand loan
11
facility (the "Demand Loan Facility"), in exchange for which the Company (i)
paid Cyprus Amax a financing and guaranty fee of $10 million (the "Financing
and Guaranty Fee"), (ii) pays Cyprus Amax 1.75 percent annually on amounts
outstanding under the Fort Knox Loan ("Interest Differential Payments"), (iii)
reimburses Cyprus Amax for any payments made or costs incurred under the Cyprus
Amax Guaranty, (iv) has agreed to make no additional borrowings under DOCLOC I
(defined below) without the prior consent of Cyprus Amax, and (v) has granted
Cyprus Amax a first priority security interest in the collateral for the Fort
Knox Loan, and if required, security interests in certain additional assets to
the extent available. All of the Company's obligations to Cyprus Amax are
payable in cash or, at the election of Cyprus Amax, in shares of Common Stock,
valued at the time of issuance of the shares. In November 1996, the Company
issued 2,771,098 shares of Common Stock to Cyprus Amax as payment for the
Financing and Guaranty Fee and all accrued interest on the Demand Loan Facility
and Interest Differential Payments due through October 31, 1996.
As of March 12, 1997, the Company had borrowed $142.3 million under the
Demand Loan Facility. If Cyprus Amax elected to receive payment for all
obligations in shares of Common Stock, it would have been entitled to receive
(as of March 12, 1997) an additional 20,315,558 shares of Common Stock under
the Fort Knox Financing Arrangement.
Revolving Credit Agreement. Under the Revolving Loan Agreement, dated April
15, 1994, between the Company and Cyprus Amax ("DOCLOC I"), the Company can
borrow up to $100 million and repay any indebtedness with up to 2,000,000 shares
of the Company's $2.25 Series A Convertible Preferred Stock, par value $1.00 per
share ("Series A Preferred Stock"). Such shares of Series A Preferred Stock may
be redeemed by the Company for 12,099,213 shares of Common Stock at a price
equal to the greater of $5.854 per share or the average closing price per share
over a period prior to redemption. Cyprus Amax may acquire at any time up to
12,099,213 shares of Common Stock at a price of $8.265 per share, in which event
DOCLOC I would be terminated and any outstanding principal and interest would be
deemed repaid. Under the terms of the Fort Knox Financing Arrangement, the
Company may not borrow under DOCLOC I without the prior consent of Cyprus Amax.
The Company did not borrow under DOCLOC I in 1996.
Stock Issuance Agreement. In September 1995, the Company and Cyprus Amax
entered into an Agreement Regarding Stock Issuance pursuant to which, with the
agreement of both parties, obligations owing from the Company to Cyprus Amax
from time to time may be paid in shares of Common Stock, valued at the most
recent 30-day average closing price. No shares were issued under this agreement
in 1996, and 751,458 shares remain available for issuance.
Kubaka Acquisition Agreement. Pursuant to the Amended and Restated Agreement
and Plan of Reorganization, dated October 9, 1996 (the "Kubaka Acquisition
Agreement"), the Company will acquire, subject to the satisfaction of certain
conditions, Cyprus Amax's 50 percent ownership interest in Omolon Gold Mining
Company, a Russian closed joint stock company ("Omolon"), which holds a license
to develop the Kubaka mine located in the Magadan Region of the Russian
Federation for a purchase price payable in shares of Common Stock as follows:
(i) approximately 11.8 million shares of Common Stock to be paid upon closing
the Kubaka acquisition; (ii) approximately 4.2 million shares of Common Stock
to be paid within ten days of commencement of commercial production of the
Kubaka gold property; and (iii) a contingent payment in shares of Common Stock
(a) equal to $10 per gold equivalent ounce (up to a maximum of $45 million) of
the Company's pro rata share of proven and probable reserves that the Company
acquires the right to mine in the Russian Federation (excluding properties
covered by the Kubaka license or properties acquired under the Exploration
Joint Venture Agreement) on or before June 30, 2004, and (b) valued at the then
current 10-day average stock price.
Cyprus Amax has agreed to guarantee Omolon's obligations under $130 million
of secured borrowings from financial institutions and $14 million of
subordinated debt. Cyprus Amax also is obligated to fund cost overruns at the
Kubaka project and to indemnify the senior leaders against certain specified
liabilities, including environmental liabilities. Upon the closing of the
Kubaka acquisition, the Company will reimburse Cyprus Amax for any payment on
the $14 million of subordinated debt and, under certain circumstances, any
payment on its guaranty of the $130 million of secured borrowings.
12
Exploration Joint Venture Agreement. The Company entered into an Exploration
Joint Venture Agreement with Cyprus Amax effective January 1, 1994. Under this
agreement, the Company and Cyprus Amax have agreed to pool their efforts for
the principal purpose of discovering and developing future gold prospects,
with Cyprus Amax providing 75 percent and the Company providing 25 percent of
the initial exploration funding for prospects in which the Company elects to
participate. A subsidiary of Cyprus Amax manages exploration activities, with
equal participation by the Company in decisions affecting property
acquisitions and divestitures. Both parties are free to pursue independently
any prospect not covered by the venture. Either party may withdraw upon giving
60 days' notice to the other party. The Company has the first right to acquire
any gold property owned by the joint venture and Cyprus Amax has the first
right to acquire properties containing deposits of minerals or precious metals
other than gold. The agreement will terminate on December 31, 1997, unless
extended by mutual agreement. The Company spent $2.5 million in exploration in
1996 under the joint venture.
Services Agreement. Pursuant to the Services Agreement, the Company and
Cyprus Amax provide a variety of managerial and other services to each other
on a full cost reimbursement basis. For 1996, the Company paid Cyprus Amax
approximately $3.4 million for services, including insurance coverage, and
Cyprus Amax paid the Company approximately $2.0 million for services,
including reimbursement for services at the Kubaka project.
Employee Transfer Agreement. Pursuant to the Employee Transfer Agreement,
the Company and Cyprus Amax have amended their respective benefit plans to
allow employees to transfer from one company to the other with minimal effect
on an employee's benefits.
OTHER MATTERS
The Board of Directors is not aware of any other matters that may properly
come before the meeting. Should any such matters arise, however, it is the
intention of the persons named in the enclosed form of proxy to vote said
proxy in accordance with their judgment on such matters.
PROPOSALS FOR 1998 ANNUAL MEETING
The Company anticipates that the 1998 Annual Meeting of Stockholders will be
held on or about May 5, 1998. The exact date, time and place for such meeting
has yet to be determined. A stockholder who intends to present a proposal at
that Annual Meeting must submit the written text of the proposal so that it is
received by the Company at its principal executive offices no later than
November 26, 1997, in order for the proposal to be considered for inclusion in
the Company's Proxy Statement for that meeting.
By order of the Board of Directors,
DEBORAH J. FRIEDMAN
Vice President, General Counsel
and Secretary
April 7, 1997
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (WITHOUT EXHIBITS) MAY BE OBTAINED AT NO CHARGE BY ANY
STOCKHOLDER ENTITLED TO VOTE AT THE MEETING WHO WRITES TO: SECRETARY, AMAX
GOLD INC., 9100 EAST MINERAL CIRCLE, ENGLEWOOD, COLORADO 80112. EXHIBITS TO
THE FORM 10-K ALSO ARE AVAILABLE AT A COST OF TWENTY-FIVE CENTS PER PAGE.
13
AMAX GOLD INC.
THIS PROXY/VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OR THE TRUSTEE NAMED BELOW
The undersigned hereby appoints Milton H. Ward, S. Scott Shellhaas and
Deborah J. Friedman, and each or any of them, the proxies and agents of the
undersigned, with full power of substitution, to represent and vote in
accordance with the instructions on the reverse side all the shares of the
Common Stock of Amax Gold Inc. held of record by the undersigned at the close of
business on March 12, 1997 at the Annual Meeting of the Stockholders of Amax
Gold Inc. to be held at the offices of Amax Gold Inc. at 9100 East Mineral
Circle, Englewood, Colorado 80112, on May 6, 1997 at 10:00 a.m. (Denver time) or
at any adjournment thereof, and directs the Trustee of the Thrift Plan for
Employees of Amax Gold Inc. and its Subsidiaries (the "Plan"), with respect to
shares of Common Stock held for the benefit of the undersigned, to vote in
person or by proxy at such Annual Meeting, all shares held by or for the benefit
of the undersigned in accordance with such instructions. The Trustee of the Plan
will vote unallocated and undirected shares of the Common Stock held by the Plan
in direct proportion to the voting of shares for which instructions have been
received.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND
2, EXCEPT AS NOTED ABOVE WITH RESPECT TO THE PLAN.
(Continued, and to be signed and dated on the reverse side.)
AMAX GOLD INC.
P.O. BOX 11269
NEW YORK, N.Y. 10203-0269
DETACH PROXY CARD HERE
[_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS. FOR all [_] WITHHOLD AUTHORITY [_] EXCEPTIONS [_]
nominees to vote for all (See
listed the nominees listed instructions
below: below: below):
Nominees: Milton H. Ward, Richard H. Block, Allen Born, Gerald J. Malys,
Vernon Taylor, Jr. and Russell L. Wood
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
2. Appointment of Price Waterhouse LLP as independent accountants.
FOR [_] AGAINST [_] ABSTAIN [_]
3. OTHER MATTERS. In their discretion, the proxies are authorized to vote upon
other matters that may come before the meeting and upon matters incident to
the conduct of the meeting.
Change of Address and [_]
or Comments Mark Here
NOTE: Please sign exactly as
your name appears on this
proxy. Joint owners should
each sign. If signing as
attorney, executor,
administrator, agent, trustee
or guardian, please give full
title as such. If signing on
behalf of a corporation, the
full corporate name should be
indicated and an authorized
corporate officer should sign.
Dated: _________________, 1997
______________________________
Signature(s)
______________________________
Signature(s)
VOTES MUST BE INDICATED [_]
(X) IN BLACK OR BLUE INK.
Sign, date and return the proxy card promptly using the enclosed envelope.