1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14c INFORMATION STATEMENT PURSUANT
TO SECTION 14c OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, Use of the Commission Only
(as permitted by Rule 14c-5(d) (2)) Statement
[X] Definitive Information Statement
[ ] Definitive Additional Materials
KINAM GOLD INC.
-------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
Fee computed on table below per Exchange Act Rules 14c-5(g) (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
fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a) (2) and identify the filing for which the offsetting fee was paid
previously. Indentify 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:
2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2000
KINAM GOLD INC.
You are cordially invited to attend a Meeting of Shareholders of Kinam Gold Inc.
(the "Company"), which will be held on Tuesday, May 23, 2000 at 9:30 a.m., in
the Main Boardroom, Kinross Gold Corporation, 57th Floor, 40 King Street West,
Toronto, Ontario, M5H 3Y2 (the "Annual Meeting"), for the following purposes,
which are more fully described in the Information Statement accompanying this
Notice:
(i) To elect five directors of the Company, each to serve until the
next annual meeting of shareholders and until their respective
successors have been duly elected and qualified;
(ii) To appoint Deloitte & Touche LLP as independent auditor of the
Company and to authorize the directors to fix the remuneration to
be paid to the auditors, and
(iii) To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 17, 2000 as the
record date for the determination of shareholders entitled to receive notice of
and to vote at the Annual Meeting and at any adjournment or postponement
thereof.
All shareholders are cordially invited to attend the Annual Meeting in person.
By Order of the Board of Directors
/s/ SHELLEY M. RILEY
-----------------------------------
Shelley M. Riley
Secretary
April 15, 2000
3
KINAM GOLD INC.
185 SOUTH STATE STREET
SUITE 820
SALT LAKE CITY, UTAH
84111
INFORMATION STATEMENT
Annual Meeting of Shareholders
May 23, 2000
This Information Statement is being furnished by Kinam Gold Inc., a Delaware
corporation (the "Company"), to the holders of the Company's Common shares (the
"Common Stock") and $3.75 Series B Convertible Preferred Stock (the "Preferred
Stock"), in connection with:
a) the election of directors and
b) the appointment of Deloitte & Touch LLP as independent auditors.
c) the transaction of such other business as may properly come before the
Annual Meeting.
This Information Statement and the Notice of Annual Meeting of Shareholders of
the Company, which will be held on Tuesday, May 23, 2000 at 9:30 a.m., in the
Main Boardroom, Kinross Gold Corporation, 57th Floor, 40 King Street West,
Toronto, Ontario, M5H 3Y2 (the "Annual Meeting") and any adjournment or
postponement thereof are first being mailed to shareholders on or about April
19, 2000.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The Company will bear all costs and expenses relating to preparing, printing and
mailing to shareholders this Information Statement and accompanying materials.
Arrangements will be made with brokerage firms and other custodians, nominees
and fiduciaries representing beneficial owners to deliver this Information
Statement and accompanying materials to shareholders and the Company will
reimburse such brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in doing so.
Voting Record Date
The Board has fixed the close of business on April 17, 2000 as the record date
for determination of shareholders entitled to notice of and to vote at the
Annual Meeting (the "Record Date"). As of the Record Date, there were issued and
outstanding 92,213,988 shares of Common Stock and 1,840,000 Preferred Shares.
The holders of record of the shares of Common Stock on the Record Date entitled
to be voted at the Annual Meeting are entitled to cast one vote per share on
each matter submitted to a vote at the Annual Meeting. The holders of record of
the shares of Preferred Stock on the Record Date entitled to vote at the Annual
Meeting are entitled to cast 1.4 votes per share on each matter submitted to a
vote at the Annual Meeting. Accordingly, 92,213,988 attached Common Stock votes
and 2,576,000 Preferred Stock votes are entitled to be cast on each matter
submitted to a vote at the Annual Meeting.
Required Vote
A majority of the outstanding shares of Voting Stock entitled to vote,
represented in person or by properly executed proxy, is required for a quorum at
the Annual Meeting. Abstentions and broker non-votes, which are indications by a
broker that it does not have discretionary authority to vote on a particular
matter, will be counted as "represented" for the purpose of determining the
presence or absence of a quorum. Under Delaware corporate law and the Articles
and Bylaws of the Company (the "Bylaws"), once a quorum is
4
established, shareholder approval with respect to a particular proposal is
generally obtained when the votes cast in favor of the proposal exceed the votes
cast against such proposal.
In the election of directors, the five nominees receiving the highest number of
votes will be elected. For approval of the appointment of the independent
auditor, the votes cast in favor of each such proposal must exceed the votes
cast against the proposal. Accordingly, abstentions and broker non-votes will
not have the effect of being considered as votes cast against any matter
considered at the Annual Meeting.
--------------------------------------
The date of this Information Statement is April 15, 2000.
5
The Preferred Stock is traded on The New York Stock Exchange (the "NYSE") under
the symbol "KGCPrB".
ELECTION OF DIRECTORS
Nominees for Election as Directors
At the Annual Meeting, five directors of the Company (constituting the entire
Board) are to be elected to serve until the next annual meeting of shareholders
and until their successors shall be duly elected and qualified. Each of the
nominees for director identified below is currently a director of the Company.
If any of the nominees should be unavailable to serve, which is not now
anticipated, the proxies solicited hereby will be voted for such other persons
as shall be designated by the present Board. The five nominees receiving the
highest number of votes at the Annual Meeting will be elected.
NAME AGE POSITION DIRECTOR SINCE
---- --- -------- --------------
JOHN A. BROUGH 53 DIRECTOR 1998
ARTHUR H. DITTO 59 DIRECTOR, PRESIDENT 1998
JOHN M.H. HUXLEY 55 DIRECTOR 1998
JOHN W. IVANY 56 DIRECTOR 1998
BRIAN W. PENNY 37 DIRECTOR, TREASURER 1998
COMMITTEES AND MEETINGS
The Board has formed a standing Audit Committee, the members of which are John
A. Brough, John W. Ivany, and John M.H. Huxley. The Audit Committee held one
meeting during the year ending December 31, 1999. The Audit Committee's
functions include the recommendation of the Company's independent auditor, and
the review of the Company's internal accounting and financial practices and
controls and all services performed by the Company's independent auditor.
The Board also has formed a standing Benefits Committee comprised solely of
directors, the members of which are Arthur H. Ditto, John W. Ivany and Brian W.
Penny. The Benefits Committee did not meet during the year ended December 31,
1999. The Benefits Committee's functions include direction and oversight of the
Company's tax qualified and welfare benefit plans.
During the fiscal year ending December 31, 1999, there was one meeting held by
the Board. All of the directors of the Company were in attendance at the
meeting.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
John A. Brough has served as a director of the Company since June 1998. Mr.
Brough has been Executive Vice-President of Wittington Investments Limited and
President of Torwest Inc. since February 1998, prior to which he was Executive
Vice-President and Chief Financial Officer of iStar Internet Inc. From February
1996 to February 1998, Mr. Brough was Senior Vice-President and Chief Financial
Officer of Markborough Properties Inc. Mr. Brough has been a director of Kinross
since January 1994. Mr. Brough is a director of Torwest Inc. and Windsor
Properties Inc. Mr. Brough resides in Vero Beach, Florida.
6
Arthur H. Ditto has served as a director of the Company since June 1998. Mr.
Ditto, has been the President and Chief Operating Officer of Kinross since May
1993. Mr. Ditto is also a director of E-Crete Products, Inc. and Montana Tech
Foundation. Mr. Ditto resides in North York, Ontario.
John M.H. Huxley has served as a director of the Company since June 1998. Mr.
Huxley has been the President and Chief Executive Officer of Algonquin Power
Corporation Inc. since January 1990. Mr. Huxley has been a director of Kinross
since May 1993. Mr. Huxley resides in Toronto, Ontario.
John W. Ivany has served as a director of the Company since June 1998. Mr. Ivany
has been Executive Vice-President of Kinross Gold Corporation since July 1995.
Prior to July 1995 he was President of St. Philips Resource Inc. Prior to 1994
he was Vice-President of Consolidated Ramrod Resources Corporation. Mr. Ivany
resides in Toronto, Ontario.
Brian W. Penny has served as a director of the Company since June 1998. Brian
has been the Vice-President, Finance and Chief Financial Officer of Kinross Gold
Corporation since May 1993. Mr. Penny resides in Markham, Ontario.
EXECUTIVE OFFICERS
Subsequent to the merger with Kinross Gold Corporation on June 1, 1998, the
following individuals were appointed as the officers of the Company.
The names, ages and office of all executive officers of the Company are as
follows:
NAME AGE OFFICE
- ---- --- ------
Arthur H. Ditto 59 President
Robert W. Schafer 46 Vice President
Brian W. Penny 37 Treasurer
Shelley M. Riley 43 Secretary
Arthur H. Ditto has been the President of the Company since June 1998. Since May
1993, Mr. Ditto has been the President and Chief Operating Officer of Kinross.
Prior to joining Kinross, Mr. Ditto was the President and Chief Executive
Officer of Plexus Resources Corporation. Mr. Ditto is also a director of E-Crete
Products, Inc. and Montana Tech Foundation.
Robert W. Schafer has been the Vice President of the Company since June 1998.
Since July 1996, Mr. Schafer has been the Vice-President, Exploration of
Kinross. Prior to joining Kinross he was the Regional Manager, Western U.S.
Exploration of BHP Minerals International Exploration Inc.
Brian W. Penny has been the Treasurer of the Company since June 1998. Since May
1993, Mr. Penny has been the Vice-President, Finance and Chief Financial Officer
of Kinross.
Shelley M. Riley has been the Secretary of the Company since June 1998. Since
June 1993, Ms. Riley has been the Corporate Secretary of Kinross.
COMPENSATION OF DIRECTORS
On June 1, 1998, the Company, Kinross Gold Corporation ("Kinross") and Kinross
Merger Corporation, a newly-formed, wholly-owned subsidiary of Kinross ("Merger
Corp."), effected a business combination whereby Merger Corp. was merged with
and into the Company and the Company became a subsidiary of Kinross (the
"Merger"). Subsequent to the consummation of the Merger, Kinross transferred to
Kinross Gold U.S.A., Inc., a wholly-owned subsidiary of Kinross ("Kinross
U.S.A."), all of the shares of the Company's Common Stock, par value $0.01 (the
"Common Stock") and the Company became a subsidiary of Kinross, U.S.A.
7
The Directors of the Company appointed subsequent to the Kinross Merger receive
no compensation for acting as directors.
EXECUTIVE COMPENSATION
The following table sets forth, for the three fiscal years ended December 31,
1999, the compensation paid to the Company's Chief Executive Officer, (the
"Named Executive Officer"). No other executive officer of the Company receives
compensation from the Company.
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
------------------- -----------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND FISCAL SALARY BONUS COMP. AWARDS OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS (#) ($)
- -----------------------------------------------------------------------------------------------------------
Arthur H. Ditto (1) 1999 NIL NIL NIL NIL NIL NIL
President 1998 NIL NIL NIL NIL NIL NIL
(1) Mr. Ditto was appointed President on June 1, 1998.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
As of June 1, 1998, the Company ceased to grant any options pursuant to the
Stock Option Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
There were no Option/SAR Exercises during the period ended December 31, 1999.
PENSION AND BENEFITS
As of June 1, 1998, the Company ceased paying all forms of compensation and
reimbursement of compensation paid by third parties, including the accrual of
benefits and the granting of awards under employee benefit plans maintained by
the Company, to its executive officers, including the Company's Chief Executive
Officer.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company presently does not have a Compensation Committee.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Securities and Exchange Commission's ("SEC") rules addressing
disclosure of executive compensation in Annual Reports on Form 10-K require the
compensation committee of the board of directors of the Company to include in
this Annual Report on Form 10-K a report from such committee addressing, with
respect to the most recently completed fiscal year, (a) the Company's policies
regarding executive compensation generally, (b) the factors and criteria
considered in setting the compensation of the Company's Chief Executive Officer
during such fiscal year, and (c) any relationship between such compensation and
the Company's performance, or where no compensation committee of the board of
directors exists, as has been the case with the Company since June 1, 1998, the
rules require that such report come from the entire board of directors.
Prior to June 1, 1998, the Company's executive compensation program was
administered by the Compensation Committee of the Board of Directors, which was
responsible for establishing the policies governing the Company's compensation
program and the amount of compensation for each of the Company's independent
directors and had oversight responsibility for all executive compensation and
executive benefit programs of the Company.
8
CURRENT POLICY
As of June 1, 1998, the Company ceased paying all forms of compensation,
including the accrual of benefits and the granting of awards under employee
benefit plans maintained by the Company, to its executive officers, including
the Company's Chief Executive Officer. The Board of Directors reports that such
has been the policy of the Company since June 1, 1998.
Respectfully submitted,
JOHN A. BROUGH
ARTHUR H. DITTO
JOHN M.H. HUXLEY
JOHN W. IVANY
BRIAN W. PENNY
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total shareholder
return on the Common Stock, calculated on a dividend reinvested basis, from
December 31, 1994 through May 31, 1998, compared with the S&P 500 Index and the
U.S. Gold and Silver Index (XAU). Since May 31, 1998 there there has been no
public market for the Common Stock. Since June 10, 1998, the Common Stock has
not been registered under the Securities Exchange Act of 1934.
[GRAPH]
9
CUMULATIVE TOTAL RETURN
BASED ON INVESTMENT OF $1.00
FROM DECEMBER 31, 1994 TO MAY 31, 1998
Kinam XAU S&P500
31-Dec-94 1.00 1.00 1.00
31-Dec-95 1.21 1.10 1.34
31-Dec-96 1.06 1.07 1.61
31-Dec-97 0.39 0.68 2.11
31-May-98 0.53 0.68 2.38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of December 31, 1999, the following table sets forth the amount of all equity
securities of the Company that are beneficially owned by each director of the
Company, each of the executive officers named in the Summary Compensation Table
above, and all directors and executive officers of the Company as a group.
NUMBER OF SHARES NUMBER OF SHARES
OF THE OF THE
COMPANY COMMON COMPANY SERIES B
DIRECTORS STOCK PREFERRED STOCK
- --------- ----- ---------------
Arthur H. Ditto NIL NIL
Brian W. Penny NIL NIL
John M.H. Huxley NIL NIL
John W. Ivany NIL NIL
John A. Brough NIL NIL
NAMED EXECUTIVE
OFFICERS
- --------
Arthur H. Ditto NIL NIL
All directors, executive
officers As a group
(5 persons) NIL NIL
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of December 31, 1999, 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:
NAME AND ADDRESS AMOUNT AND NATURE
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------- ------------------- ----------------------- ----------------
Common Kinross Gold U.S.A., Inc. 92,213,928 100.00%
185 South State Street,
Suite 820
Salt Lake City, Utah 84111
To the knowledge of the Company, there are no beneficial owners of more than 5%
of the Preferred Stock.
10
APPOINTMENT OF AUDITOR
The Audit Committee has recommended, and the Board has selected, the firm of
Deloitte & Touche LLP of Toronto, Ontario, independent certified public
accountants, to audit the financial statements of the Company for the fiscal
year ending December 31, 2000, subject to ratification by shareholders. Deloitte
& Touche was appointed as auditors of the Company on June 1, 1998. The Board of
Directors recommends that shareholders vote for the ratification of the
appointment of Deloitte & Touche LLP as the Company's independent auditor.
OTHER MATTERS
As of the date of this Information Statement, the Board knows of no other
matters to be presented for action at the Annual Meeting.
Proposals by Kinross Shareholders to be presented at the next annual meeting of
shareholders of Kinam must be received by Kinam at least 60 days prior to the
anniversary date of the last annual meeting in order to be included in Kinam's
management information circular for that meeting. Kinam may refuse to include
any shareholder proposal in the management information circular for the meeting
in the event that: (i) the proposal is not submitted to Kinam within the
requisite time specified herein, (ii) the proposal is submitted primarily for
the purpose of enforcing a personal claim or redressing a personal grievance
against Kinam or any of its officers, directors or security holders, or for a
purpose not related in any significant way to the business or affairs of Kinam;
(iii) Kinam, at the shareholders' request, included a proposal in a management
information circular relating to a meeting of shareholders held within two years
preceding receipt of the request, and the shareholder failed to present the
proposal at the meeting; or (iv) substantially the same proposal was submitted
to shareholders with respect to a meeting of shareholders held within two years
preceding receipt of the shareholders' request and the proposal was defeated.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and related rules require
our directors and executive officers to file reports of beneficial ownership and
changes of beneficial ownership with the Securities and Exchange Commission and
with the Company. After reviewing the reports filed by the directors and
executive officers, the Company believes that the directors and executive
officers filed all of the reports they were required to file in 1999.
ADDITIONAL INFORMATION
The Company will provide without charge to any person from whom an Information
Statement is solicited by the Board, upon the written request of such person, a
copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, including the financial statements and schedules thereto (as
well as exhibits thereto, if specifically requested), required to be filed with
the Securities and Exchange Commission. Written requests for such information
should be directed to Shelley M. Riley, Secretary of the Company, at 57th Floor,
40 King Street West, Toronto, Ontario M5H 3Y2.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Shelley M. Riley
------------------------------------
Shelley M. Riley
Corporate Secretary
TORONTO, ONTARIO
APRIL 15, 2000