<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the 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-11(c) or Section 240.14a-12
UNITED PARK CITY MINES COMPANY
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or 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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF UNITED PARK CITY MINES COMPANY APPEARS HERE]
P. O. BOX 1450
Park City, Utah 84060
TELEPHONE: (801) 649-8011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 1995
To the Stockholders:
The annual meeting ("Meeting") of stockholders of UNITED PARK CITY MINES
COMPANY ("Company") will be held at the Red Lion Hotel, 255 South West Temple
Street, Salt Lake City, Utah, on Tuesday, May 23, 1995, commencing at 10:00
A.M. (Mountain Time) for the following purposes:
1. To elect four directors to the Board of Directors;
2. To (i) approve an Amendment to the Company's Restated Certificate of
Incorporation to reduce the number of authorized shares of Common Stock,
(ii) provide for a reverse stock split of the Common Stock of the
Company on a one-for-twenty (1:20) basis, and (iii) provide for the
combination of fractional shares which result from the reverse stock
split, sale of the combined fractional shares on the open market, and
payment in cash from the proceeds from such sale of combined fractional
interests to affected stockholders in lieu of issuing fractional shares;
and
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 30, 1995, as
the record date for the determination of stockholders entitled to notice of the
Meeting. All stockholders of record of the Company at that time will be
entitled to vote at the Meeting. The transfer books will not be closed. A
listing of those stockholders entitled to vote will be available for inspection
ten days prior to the Meeting at the Company's principal executive offices
located approximately 1 1/2 miles south of Park City, Utah, on Highway 224.
Stockholders who do not plan to attend the Meeting are urged to read the
enclosed proxy statement and to fill in, date, and sign the enclosed proxy card
and return it to the Company in the enclosed envelope.
By Order of the Board of Directors,
[SIGNATURE OF EDWIN L. OSIKA, JR. APPEARS HERE]
Edwin L. Osika, Jr.
Secretary
Park City, Utah
March 31, 1995
<PAGE>
THIS PROXY STATEMENT AND THE ACCOMPANYING MATERIALS ARE SOLELY FOR THE
INFORMATION OF PRESENT STOCKHOLDERS OF THE COMPANY. NO ONE SHOULD BUY OR SELL
ANY SECURITY IN RELIANCE ON ANY STATEMENT HEREIN. THIS PROXY STATEMENT AND THE
ACCOMPANYING MATERIALS ARE NEITHER AN OFFER TO BUY OR SELL NOR A SOLICITATION
OF OFFERS TO BUY OR SELL ANY SECURITY.
UNITED PARK CITY MINES COMPANY
P. O. BOX 1450
PARK CITY, UTAH 84060
TELEPHONE: (801) 649-8011
March 31, 1995
PROXY STATEMENT
PROXY SOLICITATION
This statement is furnished in connection with the solicitation by the Board
of Directors of United Park City Mines Company, a Delaware corporation
("Company"), of proxies to be voted at the Company's annual meeting of
stockholders ("Meeting") to be held on May 23, 1995. This proxy statement and
form of proxy are being sent to stockholders on approximately March 31, 1995.
If the enclosed proxy is properly executed and returned, the shares
represented by the proxy will be voted at the Meeting. Each proxy will be voted
as instructed and, if no instruction is given, will be voted "FOR" the election
of the named directors and "FOR" management's proposal to effect a one-for-
twenty (1:20) reverse stock split. The named proxies may vote in their
discretion upon such other matters as may properly come before the Meeting. A
stockholder giving a proxy may revoke it at any time before it is voted by
giving written notice to the Secretary of the Company, by executing a later
dated proxy, or by voting in person at the meeting.
PERSONS MAKING THE SOLICITATION
The proxy is solicited on behalf of the Board of Directors of the Company.
The cost of soliciting proxies will be borne by the Company. The Company will
reimburse brokers and others who incur costs to send proxy materials to
beneficial owners of stock held in a broker or nominee name. Directors,
officers, and employees of the Company may solicit proxies in person or by
mail, telephone, or telegraph, but will receive no extra compensation for doing
so.
STOCKHOLDERS ENTITLED TO VOTE
The only shares that may be voted are the 54,006,503 shares of the Company's
common stock ("Common Stock") outstanding on March 31, 1995, the record date
for determination of stockholders entitled to notice of and to vote at the
Meeting. Each share is entitled to one vote.
<PAGE>
PROPOSAL NUMBER 1
TO ELECT FOUR DIRECTORS TO THE BOARD OF DIRECTORS
The four persons named below are currently directors of the Company and have
been nominated to stand for election as directors of the Company at the Meeting
to serve for the coming year or until such time as their successors shall be
elected and qualified. The Company expects that all of the nominees will be
able to serve as directors. If any nominee should become unavailable, however,
it is intended that the proxy holders will vote for a substitute designated by
management. No family relationships exist among the members of the Board of
Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Alan L. Gordon.......... 60 Director
Joseph S. Lesser........ 66 Director
Edwin L. Osika, Jr...... 48 Executive Vice President, Secretary, Treasurer, and Director
William H. ("Hank")
Rothwell............... 47 President, Chief Executive Officer, and Director
</TABLE>
Mr. Gordon has served as a director since October 1990. Since 1973, Mr.
Gordon has been Vice President and Treasurer of Loeb Partners Realty, a real
estate company in New York, New York. He also holds an interest in Loeb
Investors Co. XL, a real estate investment company in New York, New York. See
"Security Ownership of Certain Beneficial Owners and Management." From 1982
through 1986, Mr. Gordon was Managing Trustee of the Florida Gulf Realty Trust,
a real estate investment trust, which sold all of its assets and distributed
the proceeds therefrom to its stockholders in 1986.
Mr. Lesser has been a director of the Company since August 1985. Since 1979,
he has been general partner of Loeb Partners Realty, a real estate investment
company in New York, New York. He is also Managing Partner of Loeb Investors
Co. XL, a real estate investment company in New York, New York. See "Security
Ownership of Certain Beneficial Owners and Management." From 1973 to 1986 he
was a Trustee of the Florida Gulf Realty Trust, a real estate investment trust,
which sold all of its assets and distributed the proceeds therefrom to its
stockholders in 1986.
Mr. Osika has served as Secretary and Treasurer of the Company since 1981, as
Vice President since 1983, and as Executive Vice President since December 1988.
Mr. Osika has been a director since October 1986.
Mr. Rothwell has served as President, Chief Executive Officer, and a director
of the Company since September 1, 1991. For the prior eight years, Mr. Rothwell
was Executive Vice President of Salt Lake Investment Company, a real estate
development company in Salt Lake City, Utah. Mr. Rothwell has also been a
consultant in the real estate development industry for approximately sixteen
years as President of Rothwell Company, a real estate development and
consulting company in Salt Lake City, Utah. From 1987 through 1990, Mr.
Rothwell was a member of the Board of Directors of Crossland Savings-FSB, Salt
Lake City, Utah. Mr. Rothwell was awarded the Certified Commercial Investment
Member ("CCIM") designation in 1979 and the Counselor of Real Estate ("CRE")
designation in 1984.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NOMINEES.
2
<PAGE>
PROPOSAL NUMBER 2
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT
A REVERSE STOCK SPLIT
The Board of Directors of the Company has concluded that it would be
advisable to (i) amend the Company's Restated Certificate of Incorporation to
decrease the number of authorized shares of Common Stock (the "Amendment", a
copy which is attached hereto as Appendix A), (ii) effect a one-for-twenty
(1:20) reverse stock split of the Company's presently issued shares of Common
Stock, and (iii) provide for the combination of fractional shares, sale of such
combined fractional shares on the open market and payment of cash (based upon
stockholders' proportionate holdings) to the affected stockholders from the
sale of such combined fractional shares issuable in connection therewith, all
of which shall be one proposal ("the Proposal") submitted to a vote of
stockholders. The vote will be taken for or against the Proposal so that all
three elements are considered in one vote. The proposed Amendment was adopted
by the Company's Board of Directors and is subject to approval by the Company's
stockholders.
Upon approval of the Proposal and filing of the Amendment with the State of
Delaware:
1. The number of authorized shares of Common Stock will be reduced from
75,000,000 shares to 3,750,000 shares.
2. The reverse stock split of the Company's existing Common Stock will
occur and result in one (1) share of post-split Common Stock, $0. 01 par
value ("New Common Stock"), being received by a stockholder in exchange
for each twenty (20) presently issued and outstanding shares of Common
Stock held by such stockholder on the date on which the Amendment is
filed. Accordingly, the number of outstanding shares of Common Stock
will be reduced from 54,032,399 shares to approximately 2,701,620 shares
(subject to minor adjustment due to fractional shares).
3. Fractional shares which are generated from the reverse stock split will
be combined, sold on the open market and payment in cash (based upon
each stockholder's proportionate holdings of fractional shares) from the
sale of such combined fractional shares will be made to affected
stockholders.
The New Common Stock issued pursuant to the reverse split will be fully paid
and non-assessable. The voting rights and other rights that accompany Common
Stock will not be altered by the Amendment. Except for the conversion of the
fractional shares, the proposed reverse stock split would not affect any
stockholder's proportionate equity interest in the Company.
The Company is presently authorized to issue 75,000,000 shares of Common
Stock, $0.01 par value, of which 54,032,399 shares were issued and outstanding
at the close of business on February 17, 1995. The Amendment will not change
the par value of Common Stock. The only effect on the Company's financial
statements will be a reclassification of the capital accounts on the Company's
Balance Sheet.
3
<PAGE>
The following table illustrates the principal effects of the proposed reverse
stock split on the Company's Common Stock:
<TABLE>
<CAPTION>
PRIOR TO PROPOSED REVERSE AFTER PROPOSED
NUMBER OF SHARES OF COMMON STOCK STOCK SPLIT REVERSE STOCK SPLIT
-------------------------------- ------------------------- -----------------------
<S> <C> <C>
Authorized.................. 75,000,000 3,750,000
Issued...................... 54,032,399 2,701,620 (1)
Available for future
issuance................... 20,967,601 1,048,380 (1)
<CAPTION>
PRIOR TO PROPOSED REVERSE AFTER PROPOSED
FINANCIAL DATA (2) STOCK SPLIT (2) REVERSE STOCK SPLIT (1)
------------------ ------------------------- -----------------------
<S> <C> <C>
Stockholder's equity:
Common stock issued....... $ 540,324 $ 27,016
Capital in excess of par
value.................... $ 30,612,878 $ 31,126,186
Accumulated deficit....... $(15,668,893) $(15,668,893)
Less cost of treasury
stock.................... $ (183,784) $ (183,734)
Total Stockholders equity... $ 15,300,525 $ 15,300,525
Common stock par value per
share...................... $ 0.01 $ 0.01
Book value per share........ $ 0.28 $ 5.66
Net loss per common share... $ (0.01) $ (0.26)
</TABLE>
--------
(1) Subject to minor adjustment due to fractional shares.
(2) Based upon audited financial information for the year ended December 31,
1994.
REASONS FOR PROPOSED REVERSE STOCK SPLIT
The Board of Directors of the Company is of the opinion that the current
price per share of the Company's Common Stock has a tendency to diminish the
effective marketability of such stock because of the reluctance of many leading
brokerage firms to recommend lower-priced stocks to their clients.
Additionally, the policies and practices of a number of brokerage houses tend
to discourage individual brokers within those firms from dealing in lower-
priced stocks. Some of such policies and practices pertain to the payment of
broker's commissions and to time consuming procedures that operate to make the
handling of lower-priced stocks unattractive to brokers from an economic
perspective. The structure of trading commissions also tends to have an adverse
impact upon holders of lower-priced stocks since the brokerage commission
payable on the sale of a lower-priced stock generally represents a higher
percentage of the sales price than the commission on a relatively higher-priced
stock. The foregoing factors adversely affect the price and liquidity of the
Common Stock, and could also affect the Company's ability to raise additional
capital through a sale of equity securities. While the Company may pursue
attempts to raise additional equity capital through a sale of equity securities
at some future time following the reverse stock split, there are no plans to
raise such additional capital and there can be no assurance that additional
capital can be raised on terms acceptable to the Company, even if the reverse
stock split is approved.
The Board of Directors is hopeful that the decrease in the number of shares
of Common Stock outstanding as a consequence of the proposed reverse stock
split, and the anticipated corresponding increased price per share will
stimulate interest in the Company's New Common Stock and possibly promote
greater liquidity for the Company's stockholders with respect to those shares
held by them. However, the possibility does exist that such liquidity could be
adversely affected by the reduced number of shares which would be outstanding
after the proposed reverse stock split.
The Board of Directors is also hopeful that the proposed reverse stock split
will result in a price level for the shares that would mitigate the present
reluctance, policies and practices on the part of brokerage firms referred to
above and diminish the adverse impact of trading commissions on the potential
market for the Company's stock. However, there can be no assurance that the
proposed reverse stock split will achieve the desired results which have been
outlined above, nor can there be any assurance that any increased price per
4
<PAGE>
share of the New Common Stock immediately after the proposed reverse stock
split will be sustained for any prolonged period of time. In addition, the
reverse stock split may have the effect of creating odd lots of stock for some
stockholders and such odd lots may be more difficult to sell or have higher
brokerage commissions associated with the sale of such odd lots.
The Board of Directors believes that the reverse stock split, if completed,
will also decrease the Company's administrative expenses due to lower ongoing
state franchise tax expenses, and possibly lower transfer agent fees and
reduced stockholder communication expenses. However, there can be no assurance
that such result will occur.
Management of the Company is not aware of any present efforts by any person
or persons to accumulate Common Stock in order to obtain control of the Company
and the proposed reverse stock split is not intended to be an anti-takeover
device. The approval of the Proposal is being sought simply to enhance the
image of the Company and to price the New Common Stock in a price range more
acceptable to the brokerage community and to investors.
EXCHANGE OF STOCK CERTIFICATES
If the Proposal is approved by the Company's stockholders, the Company plans
to file the Amendment to its Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware as soon as practicable after such
approval. The Board of Directors may, at its sole option and prerogative, delay
filing of the Amendment for up to twelve months following stockholder approval
without resoliciting such stockholder approval. However, it is not anticipated
that the Board of Directors will delay filing the Amendment. The reverse stock
split will become effective on the date of filing of the Amendment (the
"Effective Date") and stockholders will be notified, as soon as practicable
after the Effective Date, that the reverse stock split has been effected. The
Transfer Agent for the Company's Common Stock, First Chicago Trust Company of
New York, will act as the Exchange Agent ("Exchange Agent") on behalf of
holders of Common Stock in implementing the exchange of their certificates.
As soon as practicable after the Effective Date, stockholders will be
notified and requested to surrender their certificates representing shares of
Common Stock to the Exchange Agent in exchange for certificates representing
New Common Stock. If shares are not presented, then the shares will be
exchanged at the first time they are presented for transfer. One (1) share of
New Common Stock will be issued in exchange for twenty (20) presently issued
and outstanding shares of the Company's Common Stock. Beginning with the
Effective Date, each certificate representing shares of the Company's Common
Stock will be deemed for all corporate purposes to evidence ownership of the
reduced number of shares of New Common Stock, and, to the extent a shareholder
holds a number of shares not evenly divisible by twenty (20), those fractional
interests will be combined, sold on the open market and the proceeds from such
sale of combined fractional interests distributed proportionately to affected
stockholders when they surrender their certificates of Common Stock for New
Common Stock to the Exchange Agent.
No scrip or fractional certificates will be issued in connection with the
proposed reverse stock split. The ownership of a fractional interest will not
give the holder thereof any voting, dividend or other rights except to receive
payment therefor as described above.
Under the escheat laws of the various governing jurisdictions, sums due for
fractional interests which are not timely claimed after the Effective Date may
be required to be paid to the designated agent for each such jurisdiction
unless correspondence has been received by the Company or the Exchange Agent
concerning ownership of such funds within the time permitted in such
jurisdictions. Thereafter, stockholders otherwise entitled to receive such
funds may have to seek to obtain those funds directly from the state to which
they were paid.
EFFECT UPON OUTSTANDING OPTIONS
The provisions of the outstanding stock options granted to the President and
Executive Vice President under the Company's stock option plan provide that, in
the event of a decrease or an increase in the number
5
<PAGE>
of authorized shares of the Company's Common Stock, the number of shares of
stock with respect to which the option may be exercised shall be
proportionately decreased or increased and the purchase price per share shall
be proportionately increased or decreased. Accordingly, if the Proposal is
approved, the aggregate number of shares to be issued pursuant to outstanding
options will be reduced from 750,000 shares of Common Stock to 37,500 shares of
New Common Stock and the purchase price per share of each option share will be
increased from $0.3437 per share of Common Stock to $6.875 per share of New
Common Stock.
NO DISSENTER'S RIGHTS
Under Delaware law, stockholders are not entitled to dissenter's rights of
appraisal with respect to the Proposal to effect the reverse stock split.
FEDERAL INCOME TAX CONSEQUENCES
A summary of the federal income tax consequences of the proposed reverse
stock split is set forth below. The following discussion is based upon present
federal tax laws and does not purport to be a complete discussion of such
consequences. Accordingly, stockholders are advised to consult their own tax
advisors for more detailed information regarding the effects of the proposed
reverse stock split on their individual tax status.
The proposed reverse stock split will be a tax-free recapitalization to the
Company and its stockholders to the extent that shares of presently issued and
outstanding Common Stock are exchanged for shares of New Common Stock.
The shares of New Common Stock issued to each stockholder will have an
aggregate basis for computing gain or loss equal to the aggregate basis of
shares of Common Stock held by such stockholder immediately prior to the
reverse stock split, reduced by the basis of the fractional interests, if any,
which result from the reverse stock split.
A stockholder's holding period for shares of New Common Stock will include
the holding period for shares of Common Stock exchanged therefor, provided that
the shares of Common Stock were capital assets held by such stockholder.
Stockholders who receive cash for their fractional interests will recognize a
gain or loss for federal income tax purposes as a result of the disposition of
their fractional interests equal to the difference between the sales price and
the basis for the fractional shares. Stockholders who do not receive any
fractional interests will not recognize any gain or loss for federal income tax
purposes as a result of the proposed reverse stock split.
VOTE REQUIRED AND RESERVATION OF RIGHTS
Under Delaware law, approval of the Proposal requires the affirmative vote of
at least a majority of the outstanding shares of Common Stock. Approval of the
Proposal will authorize the Board of Directors to file the Amendment and effect
the reverse stock split. The Board of Directors reserves the right,
notwithstanding stockholder approval and without further action by the
stockholders, to elect not to proceed with the reverse stock split, if at any
time prior to filing the Amendment, the Board of Directors, in its sole
discretion, determines that the reverse stock split is no longer in the best
interests of the Company and its stockholders. In addition, the Board of
Directors reserves the right to delay filing of the Amendment for up to twelve
months following receipt of stockholder approval of the Proposal at the
Meeting. However, it is not anticipated that the Board of Directors will
terminate the reverse stock split or delay filing the Amendment. At the current
time, it is the intent of the Board of Directors to proceed with the reverse
stock split as herein presented.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding the compensation for the
Company's Chief Executive Officer for the last three fiscal years. No other
executive officer received total annual salary and bonus in excess of $100,000
during the three years presented.
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------ -----------------
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS
--------------------------- ---- ------------ -----------------
<S> <C> <C> <C>
William H. ("Hank") Rothwell............ 1994 $121,844 666,667 Shares (1)
President, Chief Executive Officer...... 1993 $102,846
1992 $ 95,841
</TABLE>
--------
(1) Mr. Rothwell has been employed by the Company as its President and Chief
Executive Officer since September 1, 1991. The Company granted Mr. Rothwell
an incentive stock option under the Company's stock option plan for 666,667
shares of common stock at an exercise price of $0.3437 per share. This
stock option replaced a prior stock option which the Company had granted
Mr. Rothwell. No compensation expense was recorded at the time of the grant
of the stock option because the exercise price was equal to the value of
the stock on the date of the grant.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
During the last fiscal year, the Company granted Mr. Rothwell an incentive
stock option under the Company's stock option plan for 666,667 shares of common
stock at an exercise price of $0.3437 per share. This stock option replaced a
prior stock option which the Company had granted Mr. Rothwell. No compensation
was recorded at the time of the grant of the stock option because the exercise
price was equal to the value of the stock on the date of the grant.
Also during the last fiscal year, the Company granted an incentive stock
option under the Company's stock option plan to the Executive Vice President of
the Company for 83,333 shares of common stock at an exercise price of $0.3437
per share. This stock option replaced a prior stock option which the Company
had granted the Executive Vice President. No compensation was recorded at the
time of the grant of the option because the exercise price was equal to the
value of the stock on the date of the grant.
No grants of stock appreciation rights ("SAR") were made in the last fiscal
year to any of the executive officers of the Company.
The following table sets forth information regarding option/SAR grants in the
last fiscal year:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES PERCENTAGE OF
UNDERLYING TOTAL OPTIONS/ EXERCISE OR
OPTIONS/SARS SARS GRANTED TO BASE PRICE
GRANTED EMPLOYEES IN ($/SH) EXPIRATION
NAME (1) FISCAL YEAR (2),(3),(4) DATE
---- ------------ --------------- ----------- ----------
<S> <C> <C> <C> <C>
Hank Rothwell, President... 666,667 88.9% $0.3437 6/27/2004
Edwin L. Osika, Jr., Execu-
tive Vice President....... 83,333 11.1% $0.3427 8/02/2004
</TABLE>
--------
(1) All of the options have vested and all of the options are currently
exercisable.
(2) The exercise price of the options is fixed and is not adjustable over the
life of the options.
(3) Other than an anti-dilution provision, the options contain no provision
that could cause the exercise price to be lowered.
(4) The exercise price of each option is based upon the closing price of the
Company's stock on the New York Stock Exchange on the date that the option
was granted.
7
<PAGE>
FISCAL YEAR END OPTION VALUE
No options were exercised during the year ended December 31, 1994. The
following table sets forth information regarding the number and value of
unexercised options held by the Company's Chief Executive Officer as of
December 31, 1994.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS OPTIONS
NAME AT DECEMBER 31, 1994 AT DECEMBER 31, 1994
---- ----------------------------- -----------------------
<S> <C> <C>
William H. ("Hank")
Rothwell............... 666,667 Shares Exercisable $20,867 Exercisable (1)
0 Shares Unexercisable $0 Unexercisable
</TABLE>
--------
(1) The closing price of United Park's common stock on December 31, 1994 was
37.5c per share, 3.13c per share greater than the exercise price of 34.37c
per share.
LONG TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
No awards under any long term incentive plan were made to the named executive
officers during the last fiscal year.
COMPENSATION OF DIRECTORS
The Directors of the Company receive no compensation for their services as
Directors.
EMPLOYMENT AGREEMENT
During the second quarter of 1994, the Company entered into a three-year
employment agreement ("Agreement") with William H. ("Hank") Rothwell for Mr.
Rothwell's services as President and Chief Executive Officer of the Company.
The Agreement provides for an initial annual base salary of $112,000, which is
to be increased annually by the lesser of either 6% or a formula based upon the
Consumer Price Index, and provides for incentive payments tied to the
profitability of certain projects undertaken by the Company. The Company paid
Mr. Rothwell $13,000 upon signing the Agreement. Under the Agreement, the
Company also granted Mr. Rothwell an incentive stock option under the Company's
stock option plan for 666,667 shares of common stock at an exercise price of
$0.3437 per share. This stock option replaced a prior stock option which the
Company had granted Mr. Rothwell. No compensation was recorded at the time of
the grant of the stock option because the exercise price was equal to the value
of the stock on the date of the grant.
No incentive payment was paid to Mr. Rothwell during the year ended December
31, 1994 under this Agreement or any other agreement.
REPORT ON REPRICING OF OPTION/SARS
The Company has not adjusted or amended the exercise price of stock options
previously awarded to the named executive officers.
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 14, 1995, the names of those
persons known to the Company to beneficially own more than 5% of the
outstanding common stock of the Company. The percentages are calculated on the
basis of the 54,006,503 shares outstanding plus 750,000 shares under presently
exercisable options for a total of 54,756,503 shares.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED PERCENT OF CLASS
------------------------------------ ------------ ----------------
<S> <C> <C>
Loeb Group (1)................................. 38,675,300 70.63%
61 Broadway
New York, NY 10006
Loeb Investors Co. XL (2)...................... 32,845,380 59.98%
61 Broadway
New York, NY 10006
</TABLE>
(1) The Loeb Group consists of (a) Loeb Investors Co. XL, beneficial owner of
32,845,380 shares; (b) John L. Loeb, beneficial owner directly of 123,833
shares in addition to shares held through his ownership in Loeb Investors
Co. XL; (c) John L. Loeb, Jr., beneficial owner directly of 1,031,806
shares in addition to shares held through his ownership in Loeb Investors
Co. XL; (d) Zilkha & Sons, Inc., beneficial owner of 2,337,145 shares; and
(e) Zilkha Energy Company, beneficial owner of 2,337,136 shares. Although
the members of the Loeb Group, identified above, report together as a
group, they independently vote their shares of the Company's common stock.
(2) These shares are held by Loeb Investors Co. XL. Mr. Joseph S. Lesser is
the Managing Partner of Loeb Investors Co. XL, and as such, he has sole
voting and disposition power with respect to such shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 14, 1995, the number of shares
of common stock of the Company beneficially owned by each officer and director
and all officers and directors as a group. The percentages are calculated on
the basis of the 54,006,503 shares outstanding plus 750,000 shares under
presently exercisable options for a total of 54,756,503 shares.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED PERCENT OF CLASS
------------------------ ------------ ----------------
<S> <C> <C>
Alan L. Gordon (1)............................. 35,730 Less than 1%
Joseph S. Lesser (2)........................... 32,845,380 59.98%
Edwin L. Osika, Jr. (3)........................ 85,225 Less than 1%
William H. ("Hank") Rothwell (4)............... 666,667 1.21%
All Directors and Officers (4 persons) (5)..... 33,597,272 61.36%
</TABLE>
--------
(1) These shares are held by Loeb Investors Co. XL. Mr. Gordon indirectly owns
35,730 shares of the Company through his ownership of an interest in Loeb
Investors Co. XL; however, Mr. Joseph S. Lesser, as Managing Partner of
Loeb Investors Co. XL, has the sole present voting power with respect to
these shares.
(2) These shares are held by Loeb Investors Co. XL. Mr. Joseph S. Lesser
indirectly owns 592,013 of these shares through his ownership of an
interest in Loeb Investors Co. XL, and he also has a presently exercisable
option to acquire an additional 650,000 shares from Loeb Investors Co. XL.
Mr. Lesser is the Managing Partner of Loeb Investors Co. XL, a general
partnership, and as such, he has sole voting and disposition power with
respect to all of the shares owned by Loeb Investors Co. XL.
(3) These shares include 1,892 shares owned by Edwin L. Osika, Jr., plus
83,333 shares under a presently exercisable option to Mr. Osika.
(4) Mr. Rothwell beneficially owns 666,667 shares under a presently
exercisable option.
(5) The 33,597,272 shares shown as being beneficially owned by all officers
and directors as a group includes the following: Joseph S. Lesser,
32,845,380 shares; Edwin L. Osika, Jr., 85,225 shares, and William H.
("Hank") Rothwell, 666,667 shares.
9
<PAGE>
BOARD COMMITTEES AND MEETINGS
The Board of Directors of the Company has one standing committee, the Audit
Committee. The Board of Directors does not have a nominating or compensation
committee or committees that perform similar functions. The Audit Committee of
the Board of Directors is composed of Mr. Alan L. Gordon and Mr. Joseph S.
Lesser. The Audit Committee is responsible for monitoring the Company's
internal accounting controls, recommending to the Board the selection of
independent auditors and reviewing certain activities of the independent
auditors and their reports and conclusions. The Audit Committee met once during
1994 and all of the members were present.
During the year ended December 31, 1994, the Board of Directors held two
regular meetings and two special meetings. Each incumbent director attended
more than 75% of the meetings of the Board of Directors held in 1994.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand to be independent
public accountants to the Company for the year ended December 31, 1995. Coopers
& Lybrand served as the Company's independent public accountants for the year
ended December 31, 1994 and has so served for each year since 1977.
It is expected that representatives of Coopers & Lybrand will attend the
Meeting and will have an opportunity to make a statement if they desire and
will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
In accordance with rules of the Securities and Exchange Commission,
stockholders of the Company may present proposals to the Company for inclusion
in the Company's Proxy Statement prepared in connection with its next regular
annual meeting of stockholders. Proposals to be included in the Company's Proxy
Statement prepared in connection with its 1996 annual meeting of stockholders
must be received by the Company no later than November 30, 1995 in order to be
considered for inclusion. The Board of Directors will review any proposal that
is received by that date and determine whether it is a proper proposal to
present to the 1996 annual meeting of stockholders.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the Company
does not intend to present and has not been informed that any other person
intends to present a matter for action at the Meeting other than as set forth
herein and in the Notice of Annual Meeting. If any other matter properly comes
before the Meeting, the holders of proxies will vote the shares represented by
them in accordance with their best judgment. The Board of Directors may read
the minutes of the 1994 Annual Meeting of Stockholders and make reports.
However, stockholders will not be requested to approve or disapprove such
minutes or reports.
In addition to the solicitation of proxies by mail, certain of the officers
and employees of the Company, without extra compensation, may solicit proxies
personally or by telephone, telegraph, or cable. The Company will also request
brokerage houses, nominees, custodians, and fiduciaries to forward soliciting
materials to the beneficial owners of Common Stock held of record and will
reimburse such persons for forwarding such material. The cost of this
solicitation of proxies will be borne by the Company.
By Order of the Board of Directors,
[SIGNATURE OF EDWIN L. OSIKA, JR. APPEARS HERE]
Edwin L. Osika, Jr.,
Secretary
Park City, Utah
March 31, 1995
10
<PAGE>
APPENDIX A
AMENDMENT TO
UNITED PARK CITY MINES COMPANY'S
CERTIFICATE OF INCORPORATION
RESOLVED, that the Restated Certificate of Incorporation of the Company be
amended by changing Article IV so that, as amended, said Article IV shall read
in its entirety as follows:
ARTICLE IV
CAPITALIZATION: The total number of shares of capital stock that the
corporation shall have authority to issue is three million, seven hundred
fifty thousand (3,750,000) shares of common stock, each having a par value
of $0.01. Upon the filing of the Amendment to the Restated Certificate of
Incorporation of the corporation with respect hereto, every twenty (20)
shares of the corporation's common stock outstanding immediately prior to
such time shall, without any action on the part of the respective holders
thereof, be converted into one (1) share of common stock.
11
<PAGE>
UNITED PARK CITY MINES COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 1995
P The undersigned stockholder of UNITED PARK CITY MINES COMPANY ("Company")
hereby appoints William H. Rothwell and Edwin L. Osika, Jr., or either of
R them, proxies with full power of substitution to act for and on behalf of
the undersigned and to vote all stock standing in the name of the
O undersigned as of the close of business on March 30, 1995, which the
undersigned is entitled to vote at the Annual Meeting of Stockholders
X ("Meeting") to be held on Tuesday, May 23, 1995, at the Red Lion Hotel, 255
South West Temple Street, Salt Lake City, Utah, commencing at 10:00 A.M.
Y (Mountain Daylight Time), and at any and all adjournments thereof, upon all
matters properly coming before the Meeting.
COMMENTS: CHANGE OF ADDRESS:
------------------------- -------------------------
------------------------- -------------------------
------------------------- -------------------------
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES NAMED
ABOVE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR 1843
VOTES AS IN THIS
EXAMPLE.
-------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors
Nominees: Alan L. Gordon
Joseph S. Lesser
Edwin L. Osika, Jr.
William H. ("Hank") Rothwell
For, except vote withheld from the following nominee(s):
________________________________________________________
2. Approve Reverse Stock Split as FOR AGAINST
presented in the Proxy Statement. [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon such other
business as may come before the Meeting.
-------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
IN THE MANNER DIRECTED HEREIN. IN THE EVENT
THAT NO DESIGNATION (I.E. "FOR," "WITHHELD,"
"AGAINST,") IS MADE, THE PROXIES NAMED ON THE
REVERSE SIDE HEREOF INTEND TO VOTE THE SHARES
TO WHICH THIS PROXY RELATES "FOR" ITEM 1 AND 2.
THE PROXIES WILL VOTE IN THEIR DISCRETION ON
ANY OTHER MATTERS PROPERLY COMING BEFORE THE
MEETING. THE SIGNER HEREBY REVOKES ALL PROXIES
HERETOFORE GIVEN BY THE SIGNER TO VOTE AT SAID
MEETING OR ANY ADJOURNMENT THEREOF.
SIGNATURE(S) _________________________ Date ___________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator or guardian, please
give full title as such.
