PROXY STATEMENT
PURSUANT TO SECTION 14A
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c)
or section 240.14a-12
United States Antimony Corporation
(Name of Registrant as Specified in Its Charter)
John C. Lawrence, President
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x ] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
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:
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<PAGE>
[PRELIMINARY PROXY MATERIAL]
[USAC Logo]
September 1, 2000
Re: Notice of Annual Meeting of Stockholders
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of United States Antimony Corporation, which will be
held at 10:00 a.m. on October 31, 2000 at the Ramada Inn at the
airport in Spokane, Washington.
The purposes of the meeting are to elect three directors, to
increase the authorized common shares from 20,000,000 to
30,000,000 shares, to authorize the Board to change the number of
Directors, and to select auditors for the year ending December
31, 2000. In addition, reports of the Corporation's operations
and other matters of interest will be made at the meeting. For
information with respect to these matters, please refer to the
Notice of Annual Meeting and Proxy Statement, which are enclosed.
Your Board of Directors respectfully recommends that you vote to
elect the directors nominated and vote to approve the proposals
and the selection of the auditors.
It is important that your shares be represented at the
meeting whether or not you are personally able to attend. You
are therefore urged to complete, date and sign the accompanying
proxy and mail it in the enclosed postage paid envelope as
promptly as possible.
Thank you for your cooperation.
Sincerely,
/s/ John C. Lawrence
John C. Lawrence
Chairman, President and
Chief Financial Officer
<PAGE>
UNITED STATES ANTIMONY CORPORATION
________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 31, 2000
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of United States Antimony
Corporation (the "Company") will be held at the Ramada Inn
located at the airport in Spokane, Washington, on October 31,
2000 at 10:00 a.m. local time, for the following purposes:
1. To elect three members of the Board of Directors
(Proposal 1);
2. To approve an amendment to the Company's Articles of
Incorporation (as previously amended) to increase the number of
authorized shares of Common Stock to 30,000,000 (Proposal 2);
3. To approve an amendment to the Company's Articles of
Incorporation (as previously amended) to establish a variable
range for the size of the Board and to authorize the Board to
change the number of Directors (Proposal 3);
4. To ratify the appointment of DeCoria, Maichel & Teague,
P.S. as the Company's independent auditors to examine the
financial statements of the Company for the fiscal year ending
December 31, 2000 (Proposal 4); and
5. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only holders of record of the Company's Series A Preferred
Stock, Series C Preferred Stock, or Common Stock at the close of
business on August 3, 2000, the record date fixed by the
Company's Board of Directors, are entitled to notice of and to
vote at the Annual Meeting.
By Order of the Board of Directors,
John C. Lawrence
Secretary
Thompson Falls, Montana
September 1, 2000
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED POSTAGE PAID ENVELOPE. YOU MAY, IF YOU WISH, REVOKE
YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED.
STOCKHOLDERS WHO HOLD THEIR SHARES IN "STREET NAME" MAY VOTE BY
FOLLOWING INSTRUCTIONS ON THE VOTING FORM RECEIVED FROM THEIR
BROKER OR BANK.
<PAGE>
UNITED STATES ANTIMONY CORPORATION
___________________________________
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 31, 2000
INFORMATION CONCERNING
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with a
solicitation by the Board of Directors of United States Antimony
Corporation (the "Company") of proxies in the accompanying form
for use at the Annual Meeting of Stockholders of the Company to
be held on October 31, 2000 at 10:00 a.m., local time, at the
Ramada Inn located at the airport in Spokane, Washington, and at
any adjournment thereof. Properly executed proxies in the
accompanying form received in time for the meeting will be voted
at the Annual Meeting and, where a choice is specified, will be
voted as specified therein. If the enclosed form of proxy is
executed and returned, it may nevertheless be revoked by written
notice to either of the persons named as a proxy or the Secretary
of the Company at any time before it is exercised, by voting in
person at the meeting or by giving a later proxy. This Proxy
Statement and the enclosed forms of proxy are first being
provided to stockholders on or about September 1, 2000.
The Annual Meeting has been called for the following
purposes: (1) to elect the three members of the Board of
Directors; (2) to approve an amendment to the Company's Articles
of Incorporation to increase the authorized number of shares of
Common Stock to 30,000,000; (3) to approve an amendment of the
Company's Articles of Incorporation to establish a variable range
for the size of the Board of Directors and to authorize the Board
of Directors to change the number of Directors; (4) to ratify the
appointment of DeCoria, Maichel & Teague P.S. as the Company's
independent auditors to examine the financial statements of the
Company for the fiscal year ending December 31, 2000; and (5) to
transact such other business as may properly come before the
meeting or any adjournment thereof.
If the enclosed form of proxy is properly executed and
returned to the Company in time to be voted at the Annual
Meeting, the shares represented thereby will be voted in
accordance with the instructions marked therein. Executed but
unmarked proxies will be voted cumulatively FOR any or all of the
Company's nominees for election to the Board of Directors and FOR
each of the other proposals.
As of the close of business on August 3, 2000 (the "Record
Date"), the Company had outstanding and entitled to vote
17,860,384 shares* of Common Stock, $.01 par value (the "Common
Stock"), 4,500 shares of Series A Preferred Stock, $.01 par value
(the "Series A Preferred Stock"), and 205,996 shares of Series C
Preferred Stock, $.01 par value (the "Series C Preferred Stock").
The holders of Common Stock, Series A Preferred Stock and/or
Series C Preferred Stock (collectively, the "Voting Stock") are
entitled to receive notice of the Annual Meeting and to vote
together as a single class on all matters presented at the
meeting. The presence, in person or by proxy, of a majority of
the outstanding shares of Voting Stock entitled to vote at the
Annual Meeting will constitute a quorum. In addition, the
holders of record of the Series B Preferred Stock on the Record
Date are entitled to receive notice of, but not to vote at, the
Annual Meeting.
For each share of Voting Stock held, a stockholder is
entitled to one vote on each matter (other than the election of
directors) to be considered and acted upon at the Annual Meeting.
With respect to the election of directors, such stockholders are
entitled to vote cumulatively, meaning that each holder of voting
shares is entitled to cast the number of votes equal to the
number of his shares multiplied by the number of directors to be
elected, and may cast all of such votes for a single nominee or
distribute them among two or more nominees as he sees fit.
Votes will be counted at the meeting by an election judge to
be appointed by the Company prior to the meeting. While there is
no definitive statutory or case law authority in Montana as to
the proper treatment of abstentions in the counting of votes, the
Company believes that abstentions should be counted for purposes
of determining both (i) the presence or absence of a quorum for
the transaction of business and (ii) the total number of shares
present and entitled to vote with respect to the particular
proposal on which the stockholder has abstained. In the absence
of controlling precedent to the contrary, the Company intends to
treat abstentions in this manner.
-1-
<PAGE>
*The number of outstanding shares of Common Stock as of the
Record Date:
(i) includes 35,132 shares which holders of Series C
Preferred Stock were entitled to receive upon conversion of their
preferred stock into Common Stock. These shares were not issued
at the time of conversion because the Company's calculation of
the number of conversion shares inadvertently omitted to account
for the impact of certain antidilution provisions of the Series C
shares, which were triggered by the Company's issuance of Common
Stock for less than the Series C conversion price. These shares
will be issued to the pertinent stockholders prior to the Annual
Meeting retroactively to the date of conversion of their Series C
Preferred Stock, and will be treated as issued and outstanding as
of the Record Date and entitled to vote at the Annual Meeting.
(ii) excludes approximately 67,000 shares of Common Stock
representing an unreconciled discrepancy between the Company's
stock ledger and the transfer agent's records.
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<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
The Company's Articles of Incorporation provide for a Board
consisting of three directors. At the Annual Meeting, three
directors are to be elected to hold office until the 2001 Annual
Meeting of Stockholders or until their successors are elected and
qualified. The nominees for consideration by holders of Voting
Stock are identified below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Affiliation
Name Age with Registrant Expiration of
Term
---- --- ---------------
------------------
John C. Lawrence61 Chairman, President, Annual meeting
Secretary, and Treasurer;
Director
Robert A. Rice 75 Director Annual meeting
Leo Jackson 58 Director Annual meeting
</TABLE>
Business Experience of Directors and Executive Officers:
John C. Lawrence. Mr. Lawrence has been the President and a
Director of the Company since its inception. Mr. Lawrence was
the President and a Director of AGAU Mines, Inc., the predecessor
of the Company, since the inception of AGAU Mines, Inc., in 1968.
He is a member of the Society of Mining Engineers and a recipient
of the Silver Medallion Award from the University of Montana.
Robert A. Rice. Mr. Rice is a metallurgist, having been
employed by the Bunker Hill Company, a wholly owned subsidiary of
Gulf Resources and Chemical Corporation at Kellogg, Idaho, as
Senior Metallurgist and Mill Superintendent until his retirement
in 1965. Mr. Rice has been a Director of the Company since 1975.
Leo Jackson. Mr. Jackson is a resident of El Paso, Texas.
He is currently the President of Production Minerals, Inc., and
has been involved in the production and marketing of industrial
minerals such as fluorspar and celestite in the United States and
Mexico for 25 years. Mr. Jackson speaks fluent Spanish and has a
BBA degree from the Sul Ross State University in Texas. Mr.
Jackson has been a Director of the Company since February, 1999.
The Company is not aware of any involvement by its directors
or executive officers during the past five years in certain
legal proceedings that are material to an evaluation of the
ability or integrity of such director or executive officer.
It is the intention of the persons named in the enclosed
form of proxy to vote such proxy cumulatively FOR the election of
any or all of the nominees named above unless authorization is
withheld on the proxy. Management does not contemplate that any
nominee will be unable or unwilling to serve as a director or
become unavailable for any reason, but if such should occur
before the meeting, a proxy authorizing the proxyholder to vote
for any such individual will be voted for another nominee to be
selected by management.
The enclosed form of proxy provides a means for holders of
Voting Stock to vote for all of the nominees listed therein, to
allocate cumulative votes among one or more of the nominees, to
withhold authority to vote for one or more of such nominees or to
withhold authority to vote for all such nominees. Each properly
executed proxy received in time for the meeting will be voted as
specified therein. If a holder of Voting Stock does not specify
otherwise, the shares
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<PAGE>
represented by such stockholder's proxy will be voted
cumulatively (in the discretion of the proxyholders) for any or
all of the nominees listed therein or, as noted above, for other
nominees selected by management.
CUMULATIVE VOTING FOR DIRECTORS
Under Montana law, directors are elected by a plurality of the
votes cast by the Voting Stock entitled to vote at the meeting if
a quorum is present. Montana law also entitles the holders of
Company's Voting Stock to cumulate their votes in the election of
directors. Each stockholder may cast the number of votes equal
to the number of his shares of Voting Stock multiplied by three
(the number of directors to be elected) and may cast all of those
votes for one director or allocate those votes among two or more
of the nominees as he sees fit. Because the three nominees who
receive the greatest number of votes will be elected to serve as
directors, abstentions and broker non-votes will have no effect
on the outcome of the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES.
BOARD MEETINGS AND COMMITTEES
The Company's Board of Directors held twelve (12) regular
meetings during the 1999 calendar year. Each incumbent director
attended at least 75% of the meetings held during the 1999
calendar year, in the aggregate, by the Board and each committee
of the Board of which he was a member. The Company's Board of
Directors does not have a Compensation Committee, an Audit
Committee, or a Nominating Committee.
BOARD MEMBER COMPENSATION
The Company pays directors' fees in the form of 6,000 shares
of Company's Common Stock per year per director. Directors are
also reimbursed reasonable out-of-pocket expenses in connection
with attending meetings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires that the Company's directors and executive officers and
the holders of 10% or more of the Company's Common Stock, to file
reports of ownership and changes in ownership with the Securities
and Exchange Commission. Officers, directors and stockholders
holding more than 10% of the Company's common stock are required
by the regulation to furnish the Company with copies of all
Section 16(a) forms they have filed.
Based on information received by the Company, Mr. Lawrence
timely filed a Form 4 report upon receipt of annual stock
compensation; Mr. Rice and Mr. Jackson have not timely filed a
Form 4 upon receipt of annual stock compensation.
-4-
<PAGE>
PROPOSAL 2
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
TO INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
In July 2000, in conjunction with refinancing various
obligations of the Company in a transaction described below, the
Board of Directors declared advisable and unanimously approved a
resolution proposing an Amendment to the Company's Articles of
Incorporation to increase the aggregate number of shares of
Common Stock which the Company is authorized to issue from
20,000,000 to 30,000,000 shares.
If approved by the Stockholders, the Amendment will become
effective upon the filing of Articles of Amendment of the
Articles of Incorporation with the Montana Secretary of State.
The Amendment would change paragraph 1 of Article Fourth of the
Company's Articles of Incorporation to read in its entirety as
follows:
"1. Common Stock. The aggregate number of
shares of Common Stock which the corporation
shall have authority to issue is thirty million
(30,000,000) and each of such shares shall have
a par value of one cent ($0.01)."
PURPOSE AND EFFECT OF AMENDMENT
In an effort to improve the Company's financial condition,
the Company's management began negotiations during the second
quarter of 2000 to settle a debt owed the Estate of Bobby C.
Hamilton (the "Estate"). The approximately $1,500,000 debt
required minimum annual payments of principal and interest
totaling $200,000 consuming 4% of the Company's gross revenues
from sales. As a result of management's negotiations, the
Company entered into a Settlement and Release of All Claims
Agreement (the "Settlement Agreement") with the Estate on June
23, 2000. The Settlement Agreement extinguished the note payable
to the Estate in exchange for a cash payment of $500,000 and the
issuance of 250,000 shares of the Company's common stock. The
cash payment was financed by the issuance of $600,000 of
Debentures pursuant to a financing agreement with Thomson
Kernaghan, Ltd. ("TK"), a Canadian investment banker, described
in detail below. This settlement and related financing
transaction resulted in an extraordinary gain of approximately
$917,726.
The Settlement Agreement mutually released both parties from
any and all obligations between them, and includes the Company's
indemnification of the Estate against any liabilities and claims
that may result from environmental remediation responsibilities
on the Company's Idaho gold properties. The Settlement Agreement
also required the Company to arrange the purchase of 614,000
shares of the Estate's unrestricted common stock of the Company
by a third party for $90,340.
In connection with the Settlement Agreement between the
Company and the Estate, the Company entered into a financing
agreement with TK effective July 11, 2000. The financing
agreement provides, among other things, for the sale of up to
$1,500,000 of the Company's convertible debentures ("Debentures")
to the investment banker and its affiliates. In addition, TK
agreed to purchase, pursuant to the Settlement Agreement, 614,000
shares of unrestricted common stock of the Company owned by the
Estate for $90,340. The financing agreement also provides for an
initial Debenture purchase of $600,000, and specified that the
proceeds from the sale be used to 1) pay the Estate $500,000 and
extinguish the note payable owed it pursuant to the Settlement
Agreement, 2) pay the fees and expenses of TK's counsel not to
exceed $15,000, 3) pay TK's fee of $60,000 relating to the
placement of the Debentures, and 4) provide $25,000 for the
Company's working capital purposes.
The Debentures are due June 30, 2002 and accrue interest at
10% to be paid annually on each anniversary date of the issue.
The Debentures are convertible into shares of the Company's
Common Stock based on a formula determining the conversion price
equal to 75% of the average 3 lowest closing bid prices for the
Company's Common Stock as quoted by Bloomburg L.P. in the twenty
trading days immediately preceding (i) the effective date of the
financing agreement (July 11, 2000) or (ii) the conversion date
of the Debentures, whichever is lower. The agreed Debenture
conversion price for the initial $600,000 tranche is $0.29125 per
share.
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<PAGE>
Pursuant to the financing agreement, the Company issued to
TK, as additional consideration for the financing arrangement,
warrants to purchase 961,539 shares of the Company's Common Stock
at $0.39 per share and issued warrants to purchase 384,615 shares
of the Company's common stock at $0.39 per share to the
purchasers of the initial $600,000 of Debentures. The warrants
are exercisable for five years. If additional Debentures are
issued under the financing agreement, the Company will issue
additional warrants to purchase the Company's common stock at
$0.39 per share. The number of shares subject to such additional
warrants shall be equal to 25% of the face amount of the
additional Debentures divided by $0.39 per share.
The financing agreement required that the Company execute a
registration rights agreement, binding the Company to prepare and
file a registration statement with the Securities and Exchange
Commission registering the shares of Common Stock issuable upon
exercise of the warrants and upon conversion of the Debentures,
and to increase the number of its authorized but outstanding
shares of Common Stock to accommodate the exercise of the
warrants and conversion of the Debentures.
In connection with the sale of the initial $600,000 tranche
of Debentures pursuant to the TK financing agreement, the Company
contractually committed to reserve for issuance to Debenture
holders and warrant holders and to contingently issue and deliver
to an escrow certificates for 4,436,282 shares of Common Stock
(consisting of 100% of the warrant shares and 150% of the
conversion shares calculated as if the conversion date were July
11, 2000). As of the Record Date, of the Company's 20,000,000
shares of authorized Common Stock, 17,860,384 shares (see note on
page 2) were issued and outstanding, and 1,829,356 shares were
reserved for future issuance upon exercise of outstanding
warrants, options and other rights to acquire Company's Common
Stock or are reserved for issuance pursuant to the Company's 2000
Stock Plan. Consequently, the Company currently does not have
sufficient authorized, unissued and unreserved shares of Common
Stock to meet its contractual obligation to TK. If the
shareholders do not authorize the additional shares of Common
Stock needed to meet this contractual commitment, the Debentures
will be in default in the amount of $600,000 plus accrued
interest.
The Board of Directors believes that it is in the Company's
best interests to increase the number of authorized but unissued
shares of Common Stock in order to meet its contractual
commitment to TK and to have additional shares available to meet
the Company's future business needs as they arise.
Other than meeting its obligation to TK, however, the
Company has no present plans or proposals with respect to any
acquisitions, mergers, or other business combinations and has no
other present arrangements, agreements, understandings, or plans
for the use of the additional shares proposed to be authorized.
The Board believes that the availability of such additional
shares will provide the Company with the flexibility to issue
Common Stock for a variety of other purposes the Board of
Directors may deem advisable without further action by the
Company's Stockholders, unless required by law, regulation, or
stock exchange rule. These purposes could include, among other
things, the sale of stock to obtain additional capital funds, the
purchase of property, the acquisition of other companies, the use
of additional shares for various equity compensation and other
employee benefit plans, the declaration of future stock splits or
distributions, and other bona fide purposes.
The additional shares of Common Stock proposed to be
authorized by the amendment would be part of the existing class
of Common Stock and, if and when issued, would have the same
rights and privileges as the shares of Common Stock presently
outstanding. There will be no change in the voting rights,
dividend rights, liquidation rights, preemptive rights, or other
stockholder rights as a result of the proposed Amendment. The
additional shares might be issued at such times and under such
circumstances as to have a dilutive effect on earnings per share
and on the equity ownership of the present holders of Common
Stock. Company Stockholders do not have any preemptive rights
with respect to issuance of any additional shares of Common
Stock.
POTENTIAL ANTI-TAKEOVER EFFECT
The proposed Amendment could, under certain circumstances,
have an anti-takeover effect, although this is not the intention
of the Proposal. The increased number of authorized shares of
Common Stock could discourage, or be used to impede, an attempt
to acquire or otherwise change control of the Company. The
private placement of shares of Common Stock into "friendly"
hands, for example, could dilute the voting strength of a party
seeking control of the Company.
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<PAGE>
VOTE REQUIRED
Under Montana law, if a quorum exists, Proposal 2 will be
approved if the votes cast favoring the proposal exceed the votes
cast opposing the proposal. Because approval of this proposal
requires the affirmative vote of the majority of the votes cast
at the meeting (assuming a quorum is present), abstentions and
broker non-votes will not be counted for the purposes of
determining whether the required vote necessary to approve such
matter was received.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.
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<PAGE>
PROPOSAL 3
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
TO AUTHORIZE A VARIABLE SIZED BOARD
GENERAL
In August 2000, the Board of Directors declared advisable
and unanimously approved a resolution proposing an Amendment to
the Company's Articles of Incorporation to establish a variable
range for the size of the Board and to authorize the Board to
change the number of Directors. If approved by the Stockholders,
the Amendment will become effective upon the filing of Articles
of Amendment of the Articles of Incorporation with the Montana
Secretary of State. The Amendment would change Article Seventh of
the Company's Articles of Incorporation to read in it entirety as
follows:
SEVENTH: The number of directors presently
authorized is three (3). The authorized number
of directors of the corporation may range between
three (3) and seven (7); and the number of directors
may be fixed or changed from time to time, within
The minimum and maximum, by the Board of Directors
or the shareholders.
PURPOSE AND EFFECT OF AMENDMENT
The purpose of the proposed Amendment is to authorize the
Board of Directors to adjust the size of the Board within limits
prescribed in the Articles of Incorporation. This flexibility
will enable the Board to adapt to changes in circumstances of
such contraction of the Board in the event of resignation,
disability or death of an incumbent director or expansion of the
Board to obtain the benefit of the knowledge and expertise of
additional outside directors.
If the stockholders approve the Amendment, the Board intends
to expand the Board to four members and to appoint Gary D.
Babbitt to fill the resulting vacancy. Mr. Babbitt, age 54, is a
partner with the law firm of Hawley Troxell Ennis & Hawley LLP, a
Boise, Idaho firm which has been the Company's general legal
counsel since 1995. Mr. Babbitt concentrates his practice in
commercial litigation and environmental matters, including the
Endangered Species Act, RCRA, CERCLA, and the Clean Water Act.
Additionally, he represents mining companies throughout the
western states on matters related to environmental issues and the
1872 Mining Law. He is a member of the Society of Mining
Engineers, a member of the Board of Directors of the Idaho Mining
Association, and Trustee of the Rocky Mountain Mineral Law
Foundation.
The Company has retained Hawley Troxell Ennis & Hawley LLP
as its legal counsel since 1995. For legal services rendered in
1997, 1998, and 1999, the Company paid Hawley Troxell Ennis &
Hawley LLP $8,726, $41,788, and $54,360, respectively.
VOTE REQUIRED
Under Montana law, if a quorum exists, Proposal 3 will be
approved if the votes cast favoring the proposal exceed the votes
cast opposing the proposal. Because approval of this proposal
requires the affirmative vote of the majority of the votes cast
at the meeting (assuming a quorum is present), abstentions and
broker non-votes will not be counted for the purposes of
determining whether the required vote necessary to approve such
matter was received.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 3.
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<PAGE>
PROPOSAL 4
RATIFICATION OF INDEPENDENT AUDITORS
Action is to be taken at the Annual Meeting with respect to
the ratification of independent auditors, who have been nominated
by the Board of Directors, to examine the financial statements of
the Company for calendar year 2000. Unless otherwise directed
therein, proxies received pursuant to this solicitation will be
voted for the ratification of DeCoria, Maichel & Teague, P.S.,
who have served as the Company's auditors for calendar year 1999.
DeCoria, Maichel & Teague, P.S. has advised the Company that no
member of its firm has any direct or indirect material financial
interest in the Company. Under Montana law, if a quorum exists,
Proposal 4 will be approved if the votes cast favoring the
proposal exceed the votes cast opposing the proposal. Because
approval of this proposal requires the affirmative vote of the
majority of the votes cast at the Annual Meeting (assuming a
quorum is present), abstentions and broker non-votes will have no
effect on the outcome of the proposal.
Representatives of DeCoria, Maichel & Teague, P.S. are
expected to be present at the Annual Meeting, will have the
opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions from the
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 4.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of
Directors is not aware of any matters that will be presented for
action at the Annual Meeting other than those described above.
However, should other business properly be brought before the
Annual Meeting, the Proxies will be voted thereon in the
discretion of the persons acting thereunder.
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<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE:
The Securities and Exchange Commission requires the
following table setting forth for fiscal years ending December
31, 1999, 1998 and 1997, the compensation paid by the Company to
its principal executive officer.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Annual Compensation
----------------------------------------------
Name and Other Annual
Principal Position Year Salary Bonus Compensation
(1)
------------------ ---- ------ -----
----------------
John C. Lawrence, President1999 $72,000(2) $4,154
John C. Lawrence, President1998 $72,000 $4,154
John C. Lawrence, President1997 $72,000 $4,154
<C> <C> <C> <C>
Long-Term Compensation
----------------------------------------------
Restricted Securities All All
Name and Options/ Underlying Other Other
Principal Position Awards(3) LTIP SARs Payouts
Compensation
------------------ --------- ---------- -------
------------
John C. Lawrence, $720 None None None
President
John C. Lawrence, $844 None
President
John C. Lawrence, $855 None
President
</TABLE>
(1) Represents earned but unused vacation.
(2) Increased to $96,000 beginning 8/1/00
(3) These figures represent the fair values, as of the date of
issuance, of the annual Director's fee payable to Mr. Lawrence in
the form of 6,000 shares of Company's restricted Common Stock
BENEFICIAL OWNERSHIP OF VOTING STOCK
Under the proxy rules of the SEC, a person who directly or
indirectly has or shares voting power or investment power with
respect to a security is considered a beneficial owner of the
security. Voting power is the power to vote or direct the voting
of shares and investment power is the power to dispose of or
direct the disposition of shares. Shares as to which voting
power or investment power may be acquired within 60 days are also
considered as beneficially owned under the proxy rules.
The following tables set forth certain information, as of
the Record Date, regarding beneficial ownership of the Company's
stock by (1) each person who is known to the Company to own
beneficially more than 5% of any class of the Company's Voting
Stock, and (2) (a) each director and each nominee for the
election as a director of the Company, (b) each executive officer
named in the Summary Compensation Table set forth above in this
Proxy Statement, and (c) all current directors and current
executive officers of the Company as a group. The information on
beneficial ownership in the table and the footnotes thereto is
based upon the Company's records and, in the case of holders of
more than 5% of the Company's stock, the most recent Schedule 13D
or 13F filed by each such person or entity and information
supplied to the Company by such person or entity. Unless
otherwise indicated, each person has sole voting power and sole
investment power with respect to the shares shown.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of the close of business on March 27, 2000, based on
information available to the Company, the following persons own
beneficially more than 5% of the outstanding voting securities of
the Company:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name and Address Amount and Nature Percent
Title of of Beneficial of Beneficial of
Class Owner Ownership Class
-------- ----------------- ------------------ -------
Common stock The Maguire Family and2,825,807(2) 15.1(1)
related entities as a
group
c/o Walter L. Maguire, Sr.
P.O. Box 129
Keller, VA 23401
Common stock John C. Lawrence and2,930,838(3) 15.7(1)
related family members
P.O. Box 643
Thompson Falls, MT 59873
-10-
<PAGE>
Common stock The Dugan Family 2,360,942(4) 12.6(1)
c/o A. W. Dugan
1415 Louisiana Street,
Suite 3100
Houston, TX 77002
Preferred SeriesA. Gordon Clark, Jr.4,500(5) 100
A stock 2 Musket Trail
Simsbury, CT 06070
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name of Amount of Percent
Title of Beneficial Beneficial of
Class Owner Ownership Class
-------- ---------- ----------- -------
Common stock John C. Lawrence 2,855,838(6) 15.3
Common stock Robert A. Rice 193,994(7) 1.0
Common stock Leo Jackson 35,700 Nil
--------- ----
Common stock All Directors and
executive officers
as a group 3,085,532 16.3
========= ====
(1) Percent of ownership is based upon 18,694,608 shares of
common stock and exercisable warrants, 4,500 shares of Series A
preferred stock, and 38,205 shares of Series C preferred stock
outstanding at March 27, 2000. The Company's 750,000 outstanding
shares of nonvoting Series B Preferred Stock are not included in
the calculation of the percentage ownership of Voting Stock.
(2) Includes 410,000 warrants to purchase common stock.
(3) Includes 405,810 warrants to purchase common stock.
(4) Includes 600,000 warrants to purchase common stock.
(5) The outstanding Series A and C preferred shares carry voting
rights for
the election of directors.
(6) Does not include 75,000 shares owned by family members of
John C.
Lawrence.
(7) Includes 3,101 warrants to purchase common stock
</TABLE>
-11-
<PAGE>
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Pursuant to Rule 14a-8 under the Exchange Act, stockholders
may present proper proposals for inclusion in the Company's Proxy
Statement and for consideration at the next Annual Meeting of
stockholders by submitting their proposals to the Company in a
timely manner. In order to be included in the Company's proxy
material for the 2001 Annual Meeting of Stockholders, which is
scheduled to be held June 29, 2001, stockholder proposals must be
received by the Company no later than March 15, 2001, and comply
with the requirements of Rule 14a-8 of the Securities Exchange
Act of 1934, as amended. In addition, the Company's proxy for
the 2001 Annual Meeting of Stockholders may grant the holder
thereof discretionary authority to vote on any shareholder
proposals brought before such meeting.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies for the Annual Meeting
will be paid by the Company. In addition to solicitation of
proxies by mail, the officers, directors, and regular employees
of the Company may solicit proxies in person or by telegraph or
telephone. Brokerage houses, nominees, fiduciaries, and other
custodians will be requested by the Company to forward proxy
soliciting material to beneficial owners of shares held of record
by them and the Company will reimburse them for reasonable
out-of-pocket expenses incurred in doing so. If necessary to
obtain a quorum, the Company may retain a professional
solicitation firm to assist in the solicitation of proxies.
ANNUAL REPORT
The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999 (including financial statements but excluding
exhibits) is enclosed with this Proxy Statement. Stockholders
may obtain, without cost, a copy of any exhibits to the Form
10-KSB by writing U.S. Antimony Corporation at its principal
executive office located at 1250 Prospect Creek Rd., Box 643,
Thompson Falls, Montana 59843 or calling the Company's Secretary
at (406) 827-3523.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read
and copy any reports, statements or other information we file at
the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC
filings are also available to the public from commercial document
retrieval services and at the web site maintained by the SEC at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" information
into this Proxy Statement, which means that we can disclose
important information to you by referring you to another document
filed separately with the SEC. The information incorporated by
reference is deemed to be part of this Proxy Statement, except
for any information superseded by information in or incorporated
by reference in, this document. This Proxy Statement
incorporates by reference the documents set forth below that we
have previously filed with the SEC. These documents contain
important information about the Company and its finances.
SEC Filings
(File No. 33-00215) Period
------------------- ------
Annual Report on Form 10-KSB Fiscal year ended December 31, 1999
filed on April 10, 2000
Quarterly Reports on Fiscal quarters ended March 31,
Form 10-QSB filed on 2000 and June 30, 2000
May 12, 2000 and _______, 2000.
We are also incorporating by reference additional documents
that we file with the SEC between the date of this document and
the date of the Annual Meeting.
-12-
<PAGE>
You can obtain any of the documents incorporated by
reference through us or the SEC. Documents incorporated by
reference are available from us without charge, excluding all
exhibits unless we have specifically incorporated by reference an
exhibit in this document. Stockholders may obtain documents
incorporated by reference in this document by requesting them in
writing or by telephone from the Secretary of the Company at the
following address:
UNITED STATES ANTIMONY CORPORATION
1250 Prospect Creek Road
Thompson Falls, Montana
(406) 827-3523
If you would like to request documents from us, please do so by
October 13, 2000 to receive them before the meeting.
You should rely only on the information contained or
incorporated by reference in this Proxy Statement to vote on the
proposals. We have not authorized anyone to provide you with
information that is different from what is contained in this
document. This document is dated September 1, 2000. You should
not assume that the information contained in this document is
accurate as of any date other than that date; and the mailing of
this Proxy Statement to stockholders shall not create any
implication to the contrary.
By Order of the Board of Directors
Sincerely,
/s/ John C. Lawrence
John C. Lawrence
Chairman, President and
Chief Financial Officer
-13-
<PAGE>
PROXY
UNITED STATES ANTIMONY CORPORATION - PROXY
ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 31, 2000
The undersigned hereby constitutes and appoints John C. Lawrence,
with power of substitution, to represent and vote on behalf of
the undersigned all of the shares of Voting Stock of United
States Antimony corporation which the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be held at the
Ramada Inn-Airport at Spokane International Airport on October
31, 2000 at 10:00 a.m., PDT, including any adjournments thereof.
Proposal 1. Election of Directors (by cumulative voting rights)
The Board of Directors is elected by cumulative voting:
Each holder of Voting Stock has a number of votes that is equal
to the number of shares of Voting Stock he owns multiplied by the
number of Directors to be elected. The holder may cast all of
those votes for one nominee or distribute them among two or three
of the nominees as the shareholder sees fit. Since three
Directors are to be elected at the meeting, the total votes which
may cast in the election of Directors is calculated as follows:
Number of Shares (___) x 3 (number of Directors to be elected) =
Total Votes. Allocate those votes among the following three
nominees:
Nominees Number of Votes Cast
For Against Abstain
John C. Lawrence _____ _____ _____
Walter L. Maguire, Sr. _____ _____ _____
Robert A. Rice _____ _____ _____
With respect to each of Proposals 2, 3 and 4, mark the
appropriate box with an "X".
Proposal 2. Approval of amendment of Articles of Incorporation
to increase authorized shares of Common Stock
[ ] For [ ] Against [ ] Abstain
Proposal 3. Approval of amendment of Articles of Incorporation
to establish variable range for Board size and to authorize Board
to change Board size
[ ] For [ ] Against [ ] Abstain
Proposal 4. Ratification of independent auditors
[ ] For [ ] Against [ ] Abstain
Sign and date proxy card on reverse side
<PAGE>
UNITED STATES ANTIMONY CORPORATION - PROXY
ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 31, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS
AND FOR PROPOSITIONS 2-4.
This proxy confers on the proxy holder discretionary authority to
vote the undersigned's shares of Voting Stock on any other
matters which may properly be presented at the Annual Meeting.
PLEASE VOTE (on reverse side) AND DATE AND SIGN YOUR NAME(S)
EXACTLY AS PRINTED ON THIS PROXY, indicating (where applicable)
official position or representative capacity.
______________________________
Signature
______________________________
Date
