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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 1999
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RITCHIE BROS. AUCTIONEERS INCORPORATED
9200 Bridgeport Road
Richmond, BC, Canada
V6X 1S1
(604) 273 7564
(Address of principal executive offices)
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[indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F]
Form 20-F ___ Form 40-F X
[indicate by check mark whether the registrant by furnishing information
contained
in this Form is also thereby furnishing the information to the Commission
pursuant to
rule 12g3-2(b) under the Securities Exchange Act of 1934]
Yes __ No X
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This form 6-K incorporates the Information Circular distributed to the
Company's shareholders of record as of March 26, 1999. The Information Circular
was provided to shareholders in connection with the Company's annual general
meeting to be held on May 14, 1999.
<PAGE> 3
RITCHIE BROS. AUCTIONEERS INCORPORATED
ANNUAL GENERAL MEETING OF SHAREHOLDERS
INFORMATION CIRCULAR
Unless otherwise provided, the information herein is given as of March 15,
1999.
SOLICITATION OF PROXIES
THIS INFORMATION CIRCULAR IS BEING FURNISHED TO THE SHAREHOLDERS OF THE
COMPANY IN CONNECTION WITH THE SOLICITATION OF PROXIES FOR USE AT THE ANNUAL
GENERAL MEETING (THE "MEETING") BY MANAGEMENT OF THE COMPANY. THE SOLICITATION
WILL BE PRIMARILY BY MAIL, HOWEVER, PROXIES MAY ALSO BE SOLICITED PERSONALLY OR
BY TELEPHONE BY THE DIRECTORS, OFFICERS OR EMPLOYEES OF THE COMPANY. THE COMPANY
MAY ALSO PAY BROKERS OR OTHER PERSONS HOLDING COMMON SHARES OF THE COMPANY IN
THEIR OWN NAMES OR IN THE NAMES OF NOMINEES FOR THEIR REASONABLE EXPENSES OF
SENDING PROXIES AND PROXY MATERIALS TO BENEFICIAL SHAREHOLDERS FOR THE PURPOSES
OF OBTAINING THEIR PROXIES.
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING
NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS
Under the Articles of the Company, the number of directors of the Company
is set at a minimum of three (3) and a maximum of ten (10). The Company
currently has five (5) directors. Each director of the Company is elected
annually and holds office until the next annual general meeting of the Company
unless he sooner ceases to hold office. The Company proposes to fix the number
of directors to be elected at five (5) and intends to request the shareholders
to elect five (5) directors at the Meeting. The Company intends to nominate each
of the persons listed below for election as a director of the Company. The
persons named in the enclosed form of proxy intend to vote for the election of
such nominees. Each nominee is currently a director of the Company.
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<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES
BENEFICIALLY OWNED,
NAME AND POSITION WITH PRINCIPAL OCCUPATION PREVIOUS SERVICE CONTROLLED OR
MUNICIPALITY OF RESIDENCE THE COMPANY OR EMPLOYMENT(1) AS A DIRECTOR DIRECTED(1)(2)
- ------------------------- ------------- -------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
David Edward Ritchie Chairman of the Chairman of the Director since 4,938,223(3)
Leduc, Alberta Board and Chief Board and Chief December 12, 1997
Executive Officer Executive Officer
of the Company of the Company
Clifford Russell Cmolik President and Chief President and Chief Director since 2,098,802(4)
Surrey, B.C. Operating Officer Operating Officer December 12, 1997
and a Director of and a Director of
the Company the Company
Peter James Blake(5) Vice-President, Vice-President, Director since 106,666
Vancouver, B.C. Finance and Finance and December 12, 1997
Chief Financial Officer Chief Financial Officer
and a Director of and a Director of
the Company the Company
Charles Edward Croft(5) Director President and Director Director since June nil(6)
Salt Spring, B.C. of Falcon Pacific 17, 1998
Financial Corp. and its
subsidiaries
George Edward Moul(5) Director Director and officer of Director since June 500(7)
West Vancouver, B.C. The McEmcy Company of 17, 1998
Canada Ltd., Peace
Portal Properties Ltd.
and certain other
private real estate
holding companies
</TABLE>
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NOTES:
(1) This information has been provided by the respective nominee.
(2) The number of Common Shares held includes Common Shares of the Company
beneficially owned, directly or indirectly, or over which control or
direction is exercised by the proposed nominee.
(3) 3,345,375 of such shares are held by D.E.R. Auctions Ltd. and 1,592,748 of
such shares are held by Davcorp Investments Ltd. Both D.E.R. Auctions Ltd.
and Davcorp Investments Ltd. are controlled by David Edward Ritchie.
(4) 1,421,784 of such shares are held by C.R.C. Auctions Ltd. and 676,918 of
such shares are held by Cmolik Enterprises Ltd. Both C.R.C. Auctions Ltd.
and Cmolik Enterprises Ltd. are controlled by Clifford Russell Cmolik.
(5) The Company is required to have an audit committee and Messrs. Blake, Croft
and Moul are members of the Audit Committee.
(6) Mr. Croft has options to purchase 3,500 Common Shares at U.S.$26.88 per
share, with an expiry date of February 21, 2009.
(7) Such shares are held by Kensington Holdings Ltd., a company 100% owned by G.
Edward Moul and his spouse. Mr. Moul also has options to purchase 3,500
Common Shares at U.S.$26.88 per share, with an expiry date of February 21,
2009.
The Company is not aware that any of the above nominees will be unable or
unwilling to serve, however, should the Company become aware of such an
occurrence before the election of directors takes place at the Meeting, if one
of the persons named in the enclosed form of proxy is appointed as proxyholder,
it is intended that the discretionary power granted under such proxy will be
used to vote for any substitute nominee or nominees whom the Company in its
discretion, may select.
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APPOINTMENT OF AUDITORS
The Company proposes that KPMG LLP, Chartered Accountants of Vancouver,
British Columbia, be appointed as Auditors of the Company for the ensuing year
and that the directors be authorized to fix their remuneration. KPMG LLP has
been the Auditors of the Company and its predecessors since 1974. The resolution
appointing auditors must be passed by way of a resolution passed by a majority
of the votes cast by the shareholders who vote in respect of that resolution.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the directors or senior officers of the Company, none of the
persons who have been directors or senior officers of the Company since January
1, 1998 and no associate or affiliate of any of the foregoing has any material
interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, in any matter scheduled to be acted upon at the Meeting other than as
disclosed elsewhere in this Information Circular.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Other than as set out herein, no insider or any associate or affiliate of
any insider, has had or has any material interest, direct or indirect, in any
transaction since January 1, 1998 or in any proposed transaction which, in
either case, has materially affected or will materially affect the Company or
any of its subsidiaries.
During the 12-month period ended December 31, 1998, the Company entered
into agreements with D.E.R. Resorts Ltd. ("Resorts"), a corporation controlled
by David E. Ritchie, the Chairman and Chief Executive Officer of the Company,
pursuant to which Resorts agreed to provide meeting rooms, accommodations, meals
and recreational activities at its facilities on Stuart Island in British
Columbia, Canada, for certain customers of the Company. The agreements set forth
the maximum number of excursions to be provided during a given year and the fees
and costs per excursion. The Company paid to Resorts approximately U.S.$340,000
under the agreements in its financial year ended December 31, 1998. Management
believes that the terms of the agreements were at least as favourable to the
Company as could have been obtained from a third party. The Company and Resorts
intend to enter into similar agreements in the future.
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<PAGE> 6
OTHER INFORMATION REGARDING THE COMPANY
EXECUTIVE COMPENSATION
COMPENSATION
The following table provides a summary of the compensation earned during
the last financial year by the Chief Executive Officer and the Company's four
most highly compensated executive officers other than the Chief Executive
Officer (such five officers are hereafter collectively called the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
(all amounts in U.S. dollars)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
-------------------------------------- --------------------------------------
AWARDS PAYOUTS
-------------------------- -----------
SECURITIES RESTRICTED
UNDER SHARES OR
OTHER ANNUAL OPTIONS RESTRICTED LTIP ALL OTHER
SALARY BONUS COMPENSATION GRANTED SHARE UNITS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David E. Ritchie(1) 1998 350,000 380,000 1,006 nil nil nil nil
Chairman and Chief
Executive Officer
C. Russell Cmolik(1) 1998 175,000 250,000 8,632 nil nil nil nil
President and Chief
Operating Officer
Robert K. McKay(1) 1998 125,000 200,000 4,790 nil nil nil nil
Vice-President -- Asia
Division
Edward H. Banser(1) 1998 125,000 160,000 15,002 nil nil nil nil
Vice-President -- South
Central Division
Roger W. Rummel(1) 1998 125,000 160,000 13,261 nil nil nil nil
Vice-President --
Northwest, Southwest and
Mexico Divisions
</TABLE>
(1) All Named Executive Officers are employed by wholly owned subsidiaries of
the Company.
(2) All bonuses were earned by the Named Executive Officers in the last
financial year but were paid subsequent to the end of the financial year.
The Company and its predecessors went through a corporate reorganization
(the "Reorganization") in 1997. Of the Named Executive Officers, only Robert K.
McKay, Vice-President -- Asia Division, was paid a salary and bonus as an
employee during the financial year ended April 30, 1997. The other Named
Executive Officers received distributions based on their interests in the
predecessor entities to the Company in their capacities as partners and
shareholders. Now that the Reorganization has been completed, the Named
Executive Officers are each paid an annual salary and participate with other
officers and employees of the Company in the Company's performance bonus
program, which considers both Company and individual performance for a given
year. During the eight months ended December 31, 1997, Robert K. McKay was paid
a salary and bonus for the full eight months and the other Named Executive
Officers were paid a salary and bonus for approximately four of the eight
months.
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STOCK OPTIONS GRANTED IN THE 1998 FINANCIAL YEAR
No stock options were granted to any of the Named Executive Officers during
the Company's financial year ended December 31, 1998.
EXERCISE OF OPTIONS
No options were exercised by Named Executive Officers during the financial
year ended December 31, 1998.
TERMINATION OF EMPLOYMENT, CHANGES IN RESPONSIBILITY AND EMPLOYMENT CONTRACTS
The Company, through wholly-owned operating subsidiaries, has an employment
agreement with each of the Named Executive Officers. All such employment
agreements may be terminated with eight weeks notice (or less in certain
circumstances) or payment in lieu thereof.
The Company has no compensatory plan or arrangement in respect of
compensation received or that may be received by the Named Executive Officers
for the most recently completed or current financial year to compensate such
Named Executive Officers in the event of the termination of employment
(resignation, retirement, change of control) or in the event of a change in
responsibilities following a change in control, except for usual notice or
payment in lieu of notice requirements in the employment agreements of such
Named Executive Officers in the event of termination without just cause.
COMPOSITION OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Company consists of Messrs. Croft, Moul
and Cmolik. Only Mr. Cmolik is an officer or employee of the Company.
REPORT ON EXECUTIVE COMPENSATION
The Company's policy with respect to the compensation of the Chief
Executive Officer and the other Named Executive Officers and other officers of
the Company is based upon the principles that compensation must: (1) be
competitive in order to help attract and retain the talent needed to lead and
grow the Company's business; (2) provide a strong incentive for executives and
key employees to work towards the achievement of the Company's goals; and (3)
ensure that the interests of management and the Company's shareholders are
aligned.
The compensation paid to each of the Chief Executive Officer and the other
Named Executive Officers of the Company consists of base salary and a
performance-oriented bonus. The payment of the bonus is contingent upon the
performance of the Company and the individual's contribution toward that
performance. The amount of such bonuses depends on the financial performance of
the Company and is not subject to any minimum or maximum amount.
Base salary levels for the Named Executive Officers are normally determined
primarily on the basis of (i) the Compensation Committee's assessment of each
Named Executive Officer's performance during the prior year and (ii) the
Compensation Committee's understanding of normal and appropriate salary levels
for executives with responsibilities and experience comparable to that of the
Named Executive Officers of the Company. In making such determination, external
sources are consulted when deemed necessary by the Compensation Committee.
Awards of bonuses depend in part upon whether the Company and its principal
subsidiaries have met or exceeded targets established for the applicable year.
The Compensation Committee also considers other criteria, including the
contribution of individuals toward the Company's performance, in determining the
range of any bonuses to be awarded. It is anticipated that bonuses paid to the
Company's Named Executive Officers in future years may be paid in part by the
issuance of stock options.
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For 1998, the Chief Executive Officer's base salary was determined after
considering the salary levels of other executives with similar responsibilities
and experience and after general discussions with outside advisors. The Chief
Executive Officer's 1998 bonus was determined in light of the Company's
financial performance, the Chief Executive Officer's contribution towards that
performance, and a review of bonuses paid to a sample of Chief Executive
Officers of comparably sized public companies.
Report presented by:
Charles E. Croft
G. Edward Moul
C. Russell Cmolik
COMPENSATION OF DIRECTORS
In addition to the reimbursement of reasonable travel and lodging expenses,
non-employee directors of the Company receive the following compensation:
U.S.$7,500 per year for board membership; U.S.$2,500 per year for committee
chairmanship; U.S.$750 per meeting attended; and 3,000 options to acquire Common
Shares (exercise price equal to market price on date of grant) per year.
Non-employee directors may also participate in the Company's performance bonus
and stock option programs in recognition of their contributions towards the
overall performance of the Company. Employee directors do not receive additional
compensation for their participation in board or committee activities.
There were no other arrangements under which directors were compensated
during 1998. No directors earned any compensation during 1998 for consultancy or
other services provided to the Company.
DIRECTORS AND SENIOR EXECUTIVES LIABILITY INSURANCE
The Company maintains directors and senior executives liability insurance
which, subject to the provisions contained in the policy, protects the directors
and senior executives, as such, against certain claims made against them during
their term of office. Such insurance provides for an aggregate of U.S.$20
million (less a deductible of U.S.$250,000) annual protection against liability.
The annual premium paid by the Company for this insurance is U.S.$133,071.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company is currently authorized to issue an unlimited number of Common
Shares, an unlimited number of junior preferred shares without par value and an
unlimited number of senior preferred shares without par value. As at March 26,
1999 according to the records of The Trust Company of Bank of Montreal, the
registrar and transfer agent of the Company, there are 16,606,867 Common Shares
and no preferred shares of the Company issued and outstanding. Holders of Common
Shares are entitled to one vote for each Common Share held. Holders of Common
Shares of record at the close of business on March 26, 1999 are entitled to
receive notice of and to vote at the Meeting.
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<PAGE> 9
To the knowledge of the directors and senior officers of the Company, the
only persons who beneficially own, directly or indirectly, or exercise control
or direction over, Common Shares carrying more than 10% of the voting rights
attached to all voting shares of the Company are:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
NAME COMMON SHARE(S)(1) COMMON SHARES
---- ------------------ -------------
<S> <C> <C>
David E. Ritchie(2)(4)................................... 4,938,223 29.7%
C. Russell Cmolik(3)(4).................................. 2,098,802 12.6%
</TABLE>
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NOTES:
(1) This information has been furnished by the person named and has been
confirmed, to the extent possible by the Company.
(2) 3,345,375 of such shares are held by D.E.R. Auctions Ltd. and 1,592,748 of
such shares are held by Davcorp Investments Ltd., both of which are
controlled by Mr. Ritchie, the Chairman of the Board and Chief Executive
Officer of the Company.
(3) 1,421,784 of such shares are held by C.R.C. Auctions Ltd. and 676,918 of
such shares are held by Cmolik Enterprises Ltd., both of which are
controlled by Mr. Cmolik.
(4) Mr. Ritchie and Mr. Cmolik also own a company which has entered into
agreements with various employees of the Company to acquire from such
employees certain Common Shares or stock options of the Company held by them
at nominal value if such persons cease to be employees of the Company within
certain prescribed time periods or under other specified circumstances.
GENERAL PROXY INFORMATION
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy for use at the Meeting are
directors of the Company.
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO ATTEND AND ACT AS
PROXYHOLDER ON THE SHAREHOLDER'S BEHALF AT THE MEETING OTHER THAN THE PERSONS
NAMED IN THE ENCLOSED FORM OF PROXY. IF A SHAREHOLDER DOES NOT WISH TO APPOINT
EITHER PERSON SO NAMED, THE SHAREHOLDER SHOULD CHECK THE SECOND BOX ON THE PROXY
AND INSERT IN THE BLANK SPACE PROVIDED THE NAME AND ADDRESS OF THE PERSON WHOM
THE SHAREHOLDER WISHES TO APPOINT AS PROXYHOLDER. THAT PERSON NEED NOT BE A
SHAREHOLDER OF THE COMPANY.
A shareholder who has given a proxy may revoke it by: (a) signing a proxy
bearing a later date and depositing it as provided under "Deposit of Proxy"
below; (b) signing and dating a written notice of revocation (in the same manner
as required for the enclosed form of proxy to be executed, as set out under
"Validity of Proxy" below) and delivering such notice to the registered office
of the Company at any time up to and including the last business day preceding
the day of the Meeting or to the Chairman of the Meeting on the day of the
Meeting; (c) attending the Meeting in person and registering with the scrutineer
thereat as a shareholder present in person and signing and dating a written
notice of revocation; or (d) any other manner permitted at law. Any such
revocation will have effect only in respect of those matters upon which a vote
has not already been cast pursuant to the authority conferred by a previously
deposited proxy.
VOTING OF SHARES REPRESENTED BY PROXY
A proxy in the form of the enclosed form of proxy will confer discretionary
authority upon the proxyholder named therein with respect to the matters
identified in the enclosed Notice of Meeting and in the form of proxy for which
no choice is specified (and with respect to amendments and variations thereto
and any other matter that may properly be brought before the Meeting).
If the instructions as to voting indicated on a proxy in the enclosed form
and deposited as provided for herein are certain, all of the shares represented
by such proxy will be voted or withheld from voting in accordance with the
instructions of the shareholder on any ballot that may be called for.
IF NO CHOICE IS SPECIFIED BY A SHAREHOLDER IN A PROXY IN THE FORM OF THE
ENCLOSED FORM OF PROXY AND ONE OF THE PERSONS NAMED IN THE ENCLOSED FORM OF
PROXY IS APPOINTED AS PROXYHOLDER, THE SHARES REPRESENTED BY THE PROXY WILL BE
VOTED "FOR" EACH OF THE OTHER MATTERS IDENTIFIED THEREIN.
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AMENDMENTS OR VARIATIONS AND OTHER MATTERS
Management of the Company is not now aware of any amendments to or
variations of any of the matters identified in the enclosed Notice of the
Meeting nor of any other matter which may be brought before the Meeting.
HOWEVER, A PROXY IN THE FORM OF THE ENCLOSED FORM WILL CONFER DISCRETIONARY
AUTHORITY UPON A PROXYHOLDER NAMED THEREIN TO VOTE ON ANY AMENDMENTS TO OR
VARIATIONS OF ANY OF THE MATTERS IDENTIFIED IN THE ENCLOSED NOTICE AND ON ANY
OTHER MATTER WHICH MAY PROPERLY BE BROUGHT BEFORE THE MEETING IN RESPECT OF
WHICH SUCH PROXY HAS BEEN GRANTED.
VALIDITY OF PROXY
A FORM OF PROXY WILL NOT BE VALID UNLESS IT IS DATED AND SIGNED BY THE
SHAREHOLDER OR BY THE SHAREHOLDER'S ATTORNEY DULY AUTHORIZED IN WRITING. IN THE
CASE OF A SHAREHOLDER THAT IS A CORPORATION, A PROXY WILL NOT BE VALID UNLESS IT
IS EXECUTED UNDER ITS SEAL OR BY A DULY AUTHORIZED OFFICER OR AGENT OF, OR
ATTORNEY FOR, SUCH CORPORATE SHAREHOLDER. IF A PROXY IS EXECUTED BY AN ATTORNEY
OR AGENT FOR AN INDIVIDUAL SHAREHOLDER, OR BY AN OFFICER, ATTORNEY, AGENT OR
AUTHORIZED REPRESENTATIVE OF A CORPORATE SHAREHOLDER, THE INSTRUMENT EMPOWERING
THE OFFICER, ATTORNEY, AGENT OR REPRESENTATIVE, AS THE CASE MAY BE, OR A
NOTARIAL COPY THEREOF, MUST BE DEPOSITED ALONG WITH THE PROXY.
A vote cast in accordance with the terms of a proxy will be valid
notwithstanding the previous death, incapacity or bankruptcy of the shareholder
or intermediary on whose behalf the proxy was given or the revocation of the
appointment, unless written notice of such death, incapacity, bankruptcy or
revocation is received by the Chairman of the Meeting at any time before the
vote is cast.
DEPOSIT OF PROXY
IN ORDER TO BE VALID AND EFFECTIVE, AN INSTRUMENT APPOINTING A PROXYHOLDER
MUST BE DEPOSITED WITH THE TRUST COMPANY OF BANK OF MONTREAL, ATTENTION: PROXY
DEPARTMENT AT 595 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA, V7X 1L5 OR AT
P.O. BOX 6002 STATION PLACE D'ARMES, MONTREAL, QUEBEC, H2Y 3S8, NO LATER THAN 48
HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING
OR ANY ADJOURNMENT THEREOF.
All non-registered shareholders who receive these materials through a
broker or other intermediary should complete and return the materials in
accordance with the instructions provided to them by their broker or other
intermediary.
APPROVAL OF CIRCULAR
The contents and sending of this Information Circular have been approved by
the Board of Directors of the Company.
Dated at Vancouver, British Columbia, this 31st day of March, 1999.
By Order of the Board of Directors
/s/ ROBERT S. ARMSTRONG
Robert S. Armstrong
Corporate Secretary
8
