<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section 240.14a-11(c) or
Section 240.14a-12
UNITED PARK CITY MINES COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
</TABLE>
Payment of Filing Fee (Check the appropriate box).
<TABLE>
<S> <C> <C>
/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 for the
amount on which the filing fee is calculated and state how
it was determined,
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(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:
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2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
3) Filing Party:
----------------------------------------------------------
4) Date Filed:
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</TABLE>
Notes:
<PAGE>
UNITED PARK CITY MINES COMPANY
P. O. BOX 1450
PARK CITY, UTAH 84060
TELEPHONE: (435) 649-8011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 23, 2000
To the Stockholders:
The annual meeting ("Meeting") of stockholders of UNITED PARK CITY MINES COMPANY
("Company") will be held at the Hilton Salt Lake City Center (formerly the
DoubleTree Hotel), 255 South West Temple Street, Salt Lake City, Utah, on
Tuesday, May 23, 2000, commencing at 10:00 A.M. (Mountain Time) for the
following purposes:
1. To elect three directors to the Board of Directors;
2. To approve the appointment of independent public accountants for the
fiscal year ending December 31, 2000.
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 April 17, 2000, 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,
/s/ Michael R. Salmond
Michael R. Salmond
Secretary
Park City, Utah
April 27, 2000
<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: (435) 649-8011
April 27, 2000
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, 2000 and at any and all adjournments thereof.
This proxy statement and form of proxy are being sent to stockholders on
approximately April 28, 2000.
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 April 17, 2000 the record date for
determination of stockholders entitled to notice of and to vote at the Meeting.
Each share is entitled to one vote.
1
<PAGE>
PROPOSAL NUMBER 1
TO ELECT THREE DIRECTORS TO THE BOARD OF DIRECTORS
The three 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............................ 65 Director
Joseph S. Lesser.......................... 71 Director
William H. ("Hank") Rothwell.............. 52 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. 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>
1999 $127,955
William H. ("Hank") Rothwell(1)....................... 1998 $127,420
President, Chief Executive Officer 1997 $118,466 $61,082(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 during 1998 totaled $61,082, which has 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, 1999.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NAME AT DECEMBER 31, 1999 AT DECEMBER 31, 1999
- ---- ----------------------------- -----------------------
<S> <C> <C>
William H. ("Hank") Rothwell................ 33,333 Shares Exercisable $924,991 Exercisable(1)
-0- Shares Unexercisable $-0- Unexercisable
</TABLE>
- ------------------------
(1) The closing price of the Company's common stock on December 31, 1999 was
$27.75 per share, $20.88 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.
Under this agreement, Mr. Rothwell also receives incentive compensation based on
the profitability of certain projects of the Company. No incentive compensation
was earned by Mr. Rothwell during the year ended December 31, 1997 under this
Agreement or any other agreement. Mr. Rothwell earned incentive compensation
totaling $61,082 during 1998, the incentive compensation earned during 1998 was
paid during 1999 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 officer 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 14, 2000, 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 55,833 shares under presently exercisable
options for a total of 3,305,244 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 66.14%
61 Broadway
New York, NY 10006
Farley Group(2)............................................. 418,871 12.67%
665 Third Avenue, Suite 2520
New York, NY 10017
Stephen Farley(3)........................................... 418,871 12.67%
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 voting
and 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 51,871
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 14, 2000, 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 55,833 shares under presently
exercisable options for a total of 3,305,244 shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED PERCENT OF CLASS
- ------------------------ ------------------- ----------------
<S> <C> <C>
Alan L. Gordon(1)........................................... 2,010 Less than 1%
Joseph S. Lesser(2)......................................... 2,185,935 66.14%
William H. ("Hank") Rothwell(3)............................. 33,333 1.01%
Michael R. Salmond(4)....................................... 5,000 Less than 1%
All Directors and Officers (4 persons)(5)................... 2,224,268 67.14%
</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.
5
<PAGE>
(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) Mr. Rothwell beneficially owns 33,333 shares under a presently exercisable
option.
(4) Mr. Salmond beneficially owns 5,000 shares under a presently exercisable
option.
(5) The 2,224,268 shares shown as being beneficially owned by all officers and
directors as a group includes the following: Joseph S. Lesser, 2,185,935
shares, William H. ("Hank") Rothwell, 33,333 shares, and Michael R. Salmond,
5,000 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 has been 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 held two meetings during 1999.
During the year ended December 31, 1999, the Board of Directors held one regular
meeting and several special meetings. Each incumbent director attended the
regular meeting of the Board of Directors held in 1999.
PROPOSAL NUMBER 2
TO APPROVE THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000
PricewaterhouseCoopers LLP served as the Company's independent public
accountants for the year ended December 31, 1999 and has so served for each year
since 1977. The Board of Directors has selected PricewaterhouseCoopers LLP to be
independent public accountants to the Company for the fiscal year ending
December 31, 2000, and recommends their approval by our stockholders.
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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENTANT PUBLIC ACCOUNTANTS.
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 2001 annual meeting of stockholders
must be received by the Company no later than November 30, 2000 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 2001.
6
<PAGE>
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 1999 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/ MICHAEL R. SALMOND
Michael R. Salmond, Secretary
Park City, Utah
April 27, 2000
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
MAY 23, 2000
PROXY
The undersigned stockholder of UNITED PARK CITY MINES COMPANY ("Company")
hereby appoints William H. Rothwell and Michael R. Salmond, 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 April 17, 2000, which the undersigned is entitled
to vote at the Annual Meeting of Stockholders ("Meeting") to be held on
Tuesday, May 23, 2000, at the Hilton Salt Lake City Center (formerly the
DoubleTree Hotel), 255 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
<PAGE>
/X/ Please mark
your votes as in
this example.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR items 1 and 2
- -------------------------------------------------------------------------------
For Withheld Nominees
1. Election of / / / / Alan L. Gordon
Directors Joeseph S. Lesser
William H. ("Hank") Rothwell
(For, except vote withheld from the following nominee(s):
For Against Abstain
2. Approve the / / / / / /
Appointment of
PricewaterhouseCoopers LLP
- -----------------------------------------------------------------------
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 AND "FOR" ITEM 2.
THE PROXIES WILL VOTED 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.
