<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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: [_CONFIDENTIAL,]FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_]Preliminary Proxy Statement
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)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):
[X]$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:
Notes:
<PAGE>
[LOGO OF UNITED PARK CITY MINES COMPANY]
P. O. Box 1450
Park City, Utah 84060
TELEPHONE: (801) 649-8011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 3, 1998
To the Stockholders:
The annual meeting ("Meeting") of stockholders of UNITED PARK CITY MINES
COMPANY ("Company") will be held at the Salt Lake Hilton Hotel, 150 West 500
South, Salt Lake City, Utah, on Wednesday, June 3, 1998, commencing at 10:00
A.M. (Mountain Time) for the following purposes:
1. To elect four directors to the Board of Directors;
2. 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 April 17, 1998, 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 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,
/s/ EDWIN L. OSIKA, JR.
Edwin L. Osika, Jr.
Secretary
Park City, Utah
April 17, 1998
<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
April 17, 1998
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 June 3, 1998 and at any and all
adjournments thereof. This proxy statement and form of proxy are being sent to
stockholders on approximately April 23, 1998.
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. 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.
Votes will be tabulated by First Chicago Trust Company of New York, the
Company's transfer agent. Shares represented by abstentions will be counted in
determining the number of shares present at the meeting, but are not counted
as a vote in favor of a proposal, and therefore have the same effect as a vote
withheld. Broker non-votes are counted in determining the number of shares
present 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 3,249,411 shares of the Company's
common stock ("Common Stock") outstanding on April 17, 1998, 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.......... 63 Director
Joseph S. Lesser........ 69 Director
Edwin L. Osika, Jr. .... 51 Executive Vice President, Secretary, Treasurer, and Director
William H. ("Hank")
Rothwell............... 50 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."
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."
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. 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>
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>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
NAME AND PRINCIPAL
POSITION YEAR SALARY BONUS OPTIONS
------------------ ---- ------------------- ------------
<S> <C> <C> <C> <C>
William H. ("Hank")
Rothwell, (/1/) 1997 $ 118,466
President, Chief
Executive Officer...... 1996 $ 118,412 $ 54,787(/2/)
1995 $ 122,390 $ 105,716(/2/)
</TABLE>
- --------
(1) 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 in 1994. 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. During
1995, the Company conducted a reverse stock split on a one for twenty
basis and the Company adjusted the incentive stock option which it had
granted Mr. Rothwell to reflect the reverse stock split. Accordingly, Mr.
Rothwell currently has the option to purchase 33,333 shares at an exercise
price of $6.874 per share.
(2) Mr. Rothwell has been employed by the Company as its President and Chief
Executive Officer since September 1, 1991. Under Mr. Rothwell's employment
agreement (refer to the Section entitled "Employment Agreement" for a more
complete description), Mr. Rothwell has earned incentive compensation
which is tied to the profitability of certain projects. The incentive
compensation earned by Mr. Rothwell in 1995 totals $105,716 of which
$83,000 has been paid to Mr. Rothwell. The incentive compensation earned
by Mr. Rothwell during 1996 totals $54,787, none of which has yet been
paid to Mr. Rothwell.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
In 1994, 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. During
1995, the Company conducted a reverse stock split on a one for twenty basis
and the Company adjusted the incentive stock option which it had granted Mr.
Rothwell in 1994 to reflect the reverse stock split. Accordingly, Mr. Rothwell
currently has the option to purchase 33,333 shares at an exercise price of
$6.874 per share.
No options or grants of stock appreciation rights ("SAR") were made in the
last fiscal year to any of the executive officers of the Company.
FISCAL YEAR END OPTION VALUE
One option was exercised during 1997 by the Company's Executive Vice
President, Edwin L. Osika, Jr.. The total number of shares exercised under the
option was 4,167 shares at an exercise price of $6.874 per share. 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, 1997.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
NAME AT DECEMBER 31, 1997 AT DECEMBER 31, 1997
---- ------------------------- -------------------------
<S> <C> <C>
William H. ("Hank")
Rothwell.................. 33,333 Shares Exercisable $683,360 Exercisable(/1/)
-0- Shares Unexercisable $-0- Unexercisable
</TABLE>
- --------
(1)The closing price of the Company's common stock on December 31, 1997 was
$27.375 per share, $20.501 per share greater than the exercise price of
$6.874 per share.
3
<PAGE>
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 1997, 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 $122,400, 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 compensation tied to the
profitability of certain projects undertaken by the Company. Under the
Agreement, the Company granted Mr. Rothwell an incentive stock option under
the Company's stock option plan for 33,333 shares of common stock at an
exercise price of $6.874 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 original grant.
No incentive compensation was paid to Mr. Rothwell during the years ended
December 31, 1994 and December 31, 1995 under this Agreement or any other
agreement. However, Mr. Rothwell is due incentive compensation which is tied
to the profitability of certain projects under this Agreement. Although Mr.
Rothwell has earned incentive compensation totaling $160,503 to date ($105,716
for 1995 and $54,787 for 1996), only $83,000 of incentive compensation has
been paid to Mr. Rothwell.
REPORT ON REPRICING OF OPTION/SARS
The Company has adjusted the exercise price of stock options previously
awarded to the named executive officers pursuant to a one for twenty reverse
stock split conducted by the Company. The original exercise price of the stock
options of $0.3437 per share was adjusted to $6.874 per share as a result of
the reverse stock split. The Company does not consider this adjustment to have
been a repricing of the options.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 18, 1998, 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 3,249,411 shares outstanding plus 33,333 shares under presently
exercisable options for a total of 3,282,744 shares.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED PERCENT OF CLASS
------------------------------------ ------------ ----------------
<S> <C> <C>
Loeb Group (1)............................... 2,186,980 66.62%
61 Broadway
New York, NY 10006
Loeb Investors Co. XL (2).................... 2,185,933 66.59%
61 Broadway
New York, NY 10006
Farley Group (3)............................. 371,271 11.31%
665 Third Avenue, Suite 2520
New York, NY 10017
Stephen Farley (4)........................... 371,271 11.31%
665 Third Avenue, Suite 2520
New York, NY 10017
</TABLE>
- --------
(1) The Loeb Group consists of (a) Loeb Investors Co. XL, beneficial owner of
2,185,933 shares, and (b) John L. Loeb, Jr., beneficial owner of 1,047
shares in addition to shares held through his ownership in Loeb Investors
Co. XL. 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.
(3) Farley Group consists of (a) Labrador Partners L.P., beneficial owner of
317,000 shares, and (b) Farley Capital L.P., beneficial owner of 54,271
shares.
(4) These shares are owned by the Farley Group. Mr. Stephen Farley is the
Managing Partner of Labrador Partners, L..P. and Farley Capital L.P., and
as such, he has sole voting and disposition power with respect to such
shares.
5
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 18, 1998, 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 3,249,411 shares outstanding plus 33,333 shares under
presently exercisable options for a total of 3,282,744 shares.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED CLASS
------------------------ ------------ -----------
<S> <C> <C>
Alan L. Gordon(1)................................ 2,010 Less than 1%
Joseph S. Lesser (2)............................. 2,185,933 66.59%
Edwin L. Osika, Jr. (3).......................... 118 Less than 1%
William H. ("Hank") Rothwell (4)................. 33,333 1.01%
All Directors and Officers (4 persons)(5)........ 2,219,384 67.61%
</TABLE>
- --------
(1) These shares are held by Loeb Investors Co. XL. Mr. Gordon indirectly owns
2,010 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 33,301 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 32,500 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 are owned by Edwin L. Osika, Jr.
(4) Mr. Rothwell beneficially owns 33,333 shares under a presently exercisable
option.
(5) The 2,219,384 shares shown as being beneficially owned by all officers and
directors as a group includes the following: Joseph S. Lesser, 2,185,933
shares; Edwin L. Osika, Jr., 118 shares; and William H. ("Hank") Rothwell,
33,333 shares.
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 1997 and all of the members were present.
During the year ended December 31, 1997, the Board of Directors held four
regular meetings. Each incumbent director attended more than 75% of the
meetings of the Board of Directors held in 1997.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand L.L.P. to be
independent public accountants to the Company for the year ending December 31,
1998. Coopers & Lybrand L.L.P. served as the Company's independent public
accountants for the year ended December 31, 1997 and has so served for each
year since 1977.
It is expected that representatives of Coopers & Lybrand L.L.P. 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.
6
<PAGE>
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 1999 annual meeting of
stockholders must be received by the Company no later than November 30, 1998
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 1999 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 1997 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,
/s/ EDWIN L. OSIKA, JR.
Edwin L. Osika, Jr., Secretary
Park City, Utah
April 17, 1998
7
<PAGE>
UNITED PARK CITY MINES COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS
P JUNE 3, 1998
R
O The undersigned stockholder of UNITED PARK CITY MINES COMPANY ("Company")
X hereby appoints William H. Rothwell and Edwin L. Osika, Jr., or either of
Y 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
undersigned as of the close of business on April 17, 1998, which the
undersigned is entitled to vote at the Annual Meeting of Stockholders
("Meeting") to be held on Wednesday, June 3, 1998, at the Salt Lake Hilton
Hotel, 150 West 500 South, Salt Lake City, Utah, commencing at 10:00 A.M.
(Mountain Time), and at any and all adjournments thereof, upon all matters
properly coming before the Meeting.
COMMENTS: CHANGE OF ADDRESS:
-------------------- --------------------
-------------------- --------------------
-------------------- --------------------
(IF YOU HAVE WRITTEN IN THE ABOVE SPACE, PLEASE MARK THE CORRESPONDING BOX ON
THE REVERSE SIDE OF THIS CARD)
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 [ ] [ ] Alan L. Gordon
Directors Joseph S. Lesser
Nominees: Edwin L. Osika, Jr.
William H. ("Hank") Rothwell
In their discretion, the proxies are authorized to vote upon such other busi-
ness as may properly come before the Annual Meeting
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
Change of Address/ Comments on Reverse Side [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IN THE EVENT THAT NO DESIGNATION (I.E. "FOR," "WITHHELD," "AGAINST," "ABSTAIN")
IS MADE, THE PROXIES NAMED ON THE REVERSE SIDE HEREOF INTEND TO VOTE THE SHARES
TO WHICH THIS PROXY RELATES "FOR" ITEM 1. 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.
