<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by 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
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]No fee required.
[_]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 filing.
(1) Amount Previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
UNITED PARK CITY MINES COMPANY
P. O. Box 1450
Park City, Utah 84060
Telephone: (801) 649-8011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
July 21, 1999
To the Stockholders:
The annual meeting ("Meeting") of stockholders of UNITED PARK CITY MINES
COMPANY ("Company") will be held at the DoubleTree Hotel, 255 South West Temple
Street, Salt Lake City, Utah, on Wednesday, July 21, 1999, 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 June 22, 1999, 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
June 22, 1999
<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
June 22, 1999
PROXY STATEMENT
PROXY SOLICITATION
This statement is furnished in connection with the solicitation by the Board
of Directors of United Parkf 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 July 21, 1999 and at any and all
adjournments thereof. This proxy statement and form of proxy are being sent to
stockholders on approximately June 24, 1999.
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 EquiServe, First Chicago Trust Division, 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 May 21, 1999, 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.......... 64 Director
Joseph S. Lesser........ 70 Director
Edwin L. Osika, Jr...... 52 Executive Vice President, Secretary, Treasurer, and Director
William H. ("Hank")
Rothwell............... 51 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>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------------ ------------
NAME AND PRINCIPAL
POSITION YEAR SALARY BONUS OPTIONS
------------------ ---- -------- --------- ------------
<S> <C> <C> <C> <C>
Wlilliam H. ("Hank")
Rothwell, (/1/) 1998 $127,348 $ 60,188 (/2/)
President, Chief Execu-
tive Officer........... 1997 $118,466
1996 $118,412 $ 54,787 (/2/)
</TABLE>
- --------
(1) Mr. Rothwell currently has an incentive stock option to purchase 33,333
shares at an exercise price of $6.874 per share. The option was granted in
1994 under the Company's stock option plan and 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.
(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 1996 totaled $54,787 which has been
paid to Mr. Rothwell. The incentive compensation earned by Mr. Rothwell
during 1998 totaled $60,188, 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. 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. 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
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, 1998.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
THE-MONEY
NUMBER OF UNEXERCISED OPTIONS OPTIONS
NAME AT DECEMBER 31, 1998 AT DECEMBER 31, 1998
---- ----------------------------- ------------------------
<S> <C> <C>
William H. ("Hank")
Rothwell............... 33,333 Shares Exercisable $854,158 Exercisable (/1/)
--0-- Shares Unexercisable $--0-- Unexercisable
</TABLE>
- --------
(1) The closing price of the Company's common stock on December 31, 1998 was
$25.625 per share, $18.76 per share greater thant the exercise price of
$6.874 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.
3
<PAGE>
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.
Under this agreement, Mr. Rothwell also receives incentive compensation
based on the profitability of certain projects of the Company. No incentive
compensation was paid to Mr. Rothwell during the year ended December 31, 1997
under this Agreement or any other agreement. Although Mr. Rothwell has earned
incentive compensation totaling $60,188 during 1998, none of the incentive
compensation earned during 1998 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 May 5, 1999, 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 Investors Co. XL (1).................... 2,185,935 66.59%
61 Broadway
New York, NY 10006
Farley Group (2)............................. 426,271 12.98%
665 Third Avenue, Suite 2520
New York, NY 10017
Stephen Farley (3)........................... 426,271 12.98%
665 Third Avenue, Suite 2520
New York, NY 10017
</TABLE>
- --------
(1) 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
votingand disposition power with respect to such shares.
(2) Farley Group consists of (a) Labrador Partners L.P., beneficial owner of
367,000 shares, and (b) Farley Capital L.P., beneficial owner of 59,271
shares.
(3) 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.
Security Ownership of Management
The following table sets forth, as of March 18, 1999, 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)............................. 2,185,935 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)........ 2,219,386 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 2,219,386 shares shown as being beneficially owned by all officers and
directors as a group includes the following: Joseph S. Lesser, 2,185,935
shares; Edwin L. Osika, Jr., 118 shares; and William H. ("Hank") Rothwell,
33,333 shares.
5
<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 has been composed of Mr. Alan L. Gordon and Mr. Joseph
S. Lesser. Mr. Gordon and Mr. Lesser will be replaced in the near future by
newly appointed members of the Board of Directors. 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 did not meet during 1998.
During the year ended December 31, 1998, the Board of Directors held one
regular meeting. Each incumbent director attended the meeting of the Board of
Directors held in 1998.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP served as the Company's independent public
accountants for the year ended December 31, 1998 and has so served for each
year since 1977. It is anticipated that the Board of Directors will select
PricewaterhouseCoopers LLP to be independent public accountants to the Company
for the year ending December 31, 1999.
It is expected that representatives of PricewaterhouseCoopers LLP 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 2000 annual meeting of stockholders
must be received by the Company no later than November 30, 1999 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 annual meeting of stockholders in 2000.
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 1998 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
June 22, 1999
6
<PAGE>
UNITED PARK CITY MINES COMPANY
Proxy Solicited on Behalf of the Board of Directors of the Company
for the Annual Meeting of Stockholders
July 21, 1999
The undersigned stockholder of UNITED PARK CITY MINES COMPANY ("Company")
hereby appoints William H. Rothwell and Edwin L. Osika, Jr., or either of
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 June 22, 1999, which the
undersigned is entitled to vote at the Annual Meeting of Stockholders
("Meeting") to be held on Wednesday, July 21, 1999, at the DoubleTree Hotel,
225 South West Temple Street, 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
P
R
O
X
Y
<PAGE>
[X] Please mark your
votes as in this
example.
1843
For [_] Withheld [_]
1. Election of
Directors
Nominees:
Alan L. Gordon
Joseph S. Lesser
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.
