SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the 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
14-a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CENTRAL COAL & COKE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4)
and 0-11.
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computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[ ] Fee paid previously with preliminary materials.
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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.
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<PAGE>
CENTRAL COAL & COKE CORPORATION
KANSAS CITY, MISSOURI 64105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Central
Coal & Coke Corporation, a Delaware corporation, will be held at the
offices of Stern Brothers & Co., 1044 Main Street, Suite 900, Kansas City,
Missouri, at 9:00 a.m., C.D.T. for the following purposes:
1. To elect five Directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified;
2. To appoint independent public accountants for the fiscal year;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The stock transfer books will not be closed, but only stockholders of
record at the close of business on March 14, 1997, will be entitled to
vote at the meeting.
/s/ S.M. Riddle
March 20, 1997 Secretary
IMPORTANT
If you do not plan to attend this meeting please sign and return the
enclosed proxy in the accompanying envelope
<PAGE>
CENTRAL COAL & COKE CORPORATION
127 W. 10th Street, Suite 666
KANSAS CITY, MISSOURI 64105
MARCH 20, 1997
PROXY STATEMENT
This proxy statement is furnished to the stockholders of Central Coal
& Coke Corporation, a Delaware Corporation, (hereinafter, "the Corporation")
in connection with the solicitation of proxies to be used in voting at the
Annual Meeting of Stockholders to be held on April 16, 1997. The enclosed
proxy is solicited by the Board of Directors of the Corporation.
A person giving the enclosed proxy has the power to revoke it at any
time before it is exercised.
The Corporation will bear the cost of the solicitation of proxies. In
addition to the use of the mails, proxies may be solicited by personal
interview, by telephone or by telegraph if necessary to obtain sufficient
voting representation but it is not anticipated that this will be required.
VOTING SECURITIES OUTSTANDING AND VOTING RIGHTS
Shares of Common Stock ($1.00 par value), 365,366 of which were
outstanding as of February 14, 1997, are the only voting securities of the
Corporation. Each share is entitled to one vote. Cumulative voting is not
permitted.
Only those holders of Common Stock of record at the close of business
on March 14, 1997, will be entitled to vote at the meeting.
As of February 14, 1997, Phelps M. Wood of Arcadia, California,
together with members of his immediate family, certain trusts in which he
has an interest, and a family limited partnership; Beekman Winthrop of
Washington, D.C., together with members of his immediate family and certain
trusts for his benefit and the benefit of members of his immediate family,
and a family limited partnership; and Patrick J. Moran of Houston, Texas,
each owned directly or indirectly, beneficial interest in more than five
percent of the Corporation's common stock. Information concerning the
shares held by these stockholders is as follows:
<TABLE>
<CAPTION>
Title Name and Address Amount and Nature of Percent
of Class of Beneficial Owner Beneficial Ownership of Class
________ ________________________ _______________________ _________
<S> <C> <C> <C>
Common Phelps M. Wood 4,250 shares direct 26.98%
P.O. Box 660729 beneficial ownership;
Arcadia, CA 91066 94,599 shares indirect
beneficial ownership
(See note 5 following
Election of Directors
below)
Common Beekman Winthrop 63,567 shares direct 25.15%
3722 Benton Street, N.W. beneficial ownership;
Washington, DC 20007-1803 28,564 shares indirect
beneficial ownership
(See Note 4 following
Election of Directors
below)
Common Patrick J. Moran 31,909 shares direct 8.73%
Suite 517 beneficial ownership
1221 Lamar
Houston, Texas 77010
</TABLE>
Phelps M. Wood is President of Tektest, Inc. and is a Director of the
Corporation. Beekman Winthrop is a private investor, President of Woodwin
Management, Inc. and is a Director and President of the Corporation.
Patrick J. Moran is an attorney with the law firm of Patrick J. Moran, P.C.
in Houston, Texas and lists his present principal occupation as President
of Moran Resources Company, Moran Gas Systems and Moran Minerals Co., L.C.
in Houston, Texas.
<PAGE>
ELECTION OF DIRECTORS
At the meeting, five Directors are to be elected, to serve for the
ensuing year and until their respective successors are elected and
qualified. The Corporation has no standing nominating committee or
committee performing a similar function. The shares represented by the
enclosed proxy will be voted for the election as Directors of the five
nominees named below unless a contrary choice is specified on the enclosed
proxy. All nominees are presently Directors of the Corporation with terms
expiring April 16, 1997 and all have agreed to serve if elected. If any
nominee becomes unavailable for any reason (which event is not
anticipated), the shares represented by the enclosed proxy may be voted for
such other person as may be determined by the holders of such proxies.
Information Concerning Nominees:
The information appearing in the following table with respect to
principal occupation, age and beneficial ownership of Common Stock of the
Corporation has been furnished to the Corporation by the nominees.
Ownership is given as of February 14, 1997, except as otherwise noted.
<TABLE>
<CAPTION>
*Amount and
Nature of
Principal Occupation Director Beneficial Percent
Name And Age Since Ownership of Class
(Note 1)
______________ ____________________ ________ _____________ ________
<S> <C> <C> <C> <C>
Leonard Noah Managing Director 1987 2,700 shares 0.74%
Stern Bros. & Co. (Note 2)
59 years (Note 2)
S.M. Riddle Secretary of the 1975 2,015 shares 0.55%
Corporation (Note 3)
76 years
Beekman Winthrop Private Investor and 1989 92,131 shares 25.15%
President of Woodwin (Note 4)
Management, Inc.
55 years
Phelps M. Wood President of 1980 98,849 shares 26.98%
Tektest, Inc. (Note 5)
(Manufacturers of
Electronic Testing
Accessories)
60 years
Ernest N. Member, Slagle, 1993 1,500 shares 0.41%
Yarnevich, Jr. Bernard & Gorman, (Note 6)
A Professional
Corporation,
Attorneys at Law,
Kansas City,
Missouri (Note 6)
52 years
TOTAL FOR FIVE DIRECTORS 197,195 53.24%
<FN>
* The Corporation has only one outstanding class of stock, that being
Common Stock.
</TABLE>
(1) The shares shown include shares of common stock which each Director
has the right to acquire beneficial ownership within sixty (60) days
pursuant to the Central Coal & Coke Corporation Directors Non-
Qualified Stock Option Plan.
(2) Mr. Noah is Vice President, Treasurer, and an Assistant Secretary of
the Corporation. Since July 1989, he has been a Managing Director of
Stern Brothers & Co. (an investment banking concern) The shares owned
beneficially by Mr. Noah are held of record by Mr. Noah as joint owner
with his wife, Susan Ann Noah, other than 1,000 shares he has the option
to acquire as described in Note 1 above.
(3) Mr. Riddle is Secretary of the Corporation, and serves as a part time
consultant. Prior to his retirement in 1984 he was for many years
General Manager of the Corporation.
(4) Mr. Winthrop, is President of the Corporation, and has been a private
investor for in excess of five years and is also President of Woodwin
Management, Inc. He is the direct beneficial and record owner of
63,567 or the Corporation's shares, is the indirect beneficial owner
as beneficiary of three trusts owning 6,121 additional shares and is
an indirect beneficial owner of 18,193 shares owned by a family
limited partnership. In addition 3,250 shares are owned of record by
his son, Dudley Winthrop. Mr. Winthrop is also a Director of Sheldahl,
Inc.
(5) As of February 14, 1997, Mr. Wood was the owner of 4,250 of the
Corporation's shares. He and his wife, Beverly G. Wood, were the joint
owners of an additional 300 shares. His wife also was the sole owner
of record of 100 of the Corporation's shares. Mr. Wood as co-trustee
of a trust settled by him and his wife has a beneficial interest in an
additional 651 shares. An additional 1,030 shares are held in
<PAGE>
Individual Retirement Plan Accounts for the benefit of Mr. Wood and his
wife, over which they have the power to direct investments. As trustee or
co-trustee of three additional trusts, not settled by him, Mr. Wood has
an indirect beneficial interest in another 33,357 shares. Mr. Wood
also has an indirect beneficial interest in another 58,161 shares
owned of record by PACW Limited, a Limited Partnership of which he
is a partner and has sole voting power over such shares. Mr. Wood thus
has a direct or indirect beneficial interest in a total of 97,849 shares,
in addition to 1,000 shares he has the option to acquire as described in
Note 1 above. In addition, other members of Mr. Wood's family
collectively have an interest in approximately 4,190 of the Corporation's
shares. Mr. Wood disclaims any beneficial interest in these 4,190 shares.
(6) Mr. Yarnevich is an Assistant Secretary of the Corporation, and has
been an attorney and a member of the law firm of Slagle, Bernard &
Gorman, a Professional Corporation, for in excess of five years. That
firm is retained as General Counsel of the Corporation. Mr. Yarnevich
owns beneficially 435 of the Corporation's shares which are held by
Mr. Yarnevich as joint owner with his wife, Anne E. Yarnevich, and his
wife owns of record an additional 65 shares as custodian for their
daughter under the Kansas Uniform Transfers to Minors Act.
Executive Officers:
The following table sets forth information about the only executive
officer of the Corporation who is not a Director. All executive officers
are elected by the Board of Directors and serve at the discretion of the
Board of Directors
<TABLE>
<CAPTION>
Name Position Age
______________________ ________________________________ ________
<S> <C> <C>
Gary J. Pennington Assistant Secretary and 37
General Manager (Note 7)
</TABLE>
(7) Mr. Pennington has served as General Manager of the Corporation since
1985.
All Directors, nominees and officers as a group own 197,199 shares of
the Corporation's common stock which constitute 53.24% of the stock
outstanding.
The Board of Directors held three meetings during the last fiscal
year, and all incumbent Director nominees attended all meetings.
The principal occupations of the five nominees over the last five
years are as set forth above and in the footnotes thereto. None of the five
nominees has a family relationship with any other officer or director of
the Corporation.
There are no arrangements between any of the nominees for Director and
any other persons pursuant to which any such nominee is proposed to be
elected.
Section 16(a) Beneficial Ownership Reporting Compliance:
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and beneficial owners of more
than ten percent of the Corporation's stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and
Exchange Commission, and furnish copies thereof to the Corporation. Based
solely on a review of the copies of such forms furnished to the Corporation
and written representations from the individuals concerned, the Corporation
believes that during 1996 all Section 16(a) filing requirements applicable
to such persons were complied with.
Compensation:
No individual executive officer of the Corporation received
compensation, directly or through personal benefits in excess of $100,000,
and the Corporation has no Chief Executive Officer, or officer acting in a
similar capacity. The aggregate direct compensation (exclusive of
director's fees) of all executive officers of the Corporation, there being
four persons in said group, amounted to $92,655 for the fiscal year ended
December 31, 1996. This amount includes all salaries, commissions and
bonuses received by all executive officers from the Corporation and pension
plan contributions made on behalf of any such person, and health insurance
provided at the Corporation's expense. No member of this group received any
securities, property, insurance benefits, reimbursements or personal
benefits as additional compensation, other than as described herein. Other
than a Consulting Agreement under which payment totaling $12,000 per year
to or for the benefit of Mr. Riddle are being made following his
retirement, there are no compensation payments proposed to be made in the
future pursuant to any plan or arrangement to the members of this group.
Director's fees of $300 were paid to Mr. Wood.
The Corporation now maintains the Central Coal & Coke Corporation
Directors Non-Qualified Stock Option Plan, which was approved by the
Stockholders at the Annual Meeting in 1995. That Plan provides for the
granting of non-qualified stock options to the Directors each year. The
exercise price of an option is the fair market value of a share on the date
of the grant. In accordance with the terms of the Plan, each Director on
May 16, 1995 was granted the option to purchase 500 shares of common stock
of the Corporation at a price of $29 per share, and each Director on April
19, 1996, was granted the option to purchase 500 additional shares at a
price of $30.50 per share. In each subsequent year it is anticipated that
each Director then serving will receive an option
<PAGE>
to purchase a like number of shares at the current fair market value. A
total of 25,000 shares are subject to the Plan as approved. The options
are exercisable in full six months after the date of the grant and expire
on May 15, 2005 unless earlier terminated in accordance with the provisions
of the Plan. Options previously granted are included in the beneficial
ownership shown in the table under "Information Concerning Nominees."
Certain Transactions
On February 1, 1994, an Investment Management Agreement was entered
into between the Corporation and Woodwin Management, Inc., a registered
investment adviser under the Investment Adviser Act of 1940, whereunder the
latter is to afford investment management services to the Corporation
relative to the temporary investment of a portion of its liquid assets.
Under this agreement the Corporation has agreed to pay a fee at an annual
rate of 0.50% of the market value of the assets under management. Mr.
Beekman Winthrop is President, Director and owner of more than 10% of the
outstanding stock of Woodwin Management, Inc. In the opinion of management
of the Corporation the terms of this Investment Management Agreement are
reasonable and competitive. The agreement is terminable at the election of
either party. For the calendar year 1996 fees totaling $4,530 were paid
in accordance with the formula described above. The Corporation has no
present plan to terminate the agreement.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick LLP has performed the annual audit of
the Corporation's financial statements, provided the Corporation assistance
in preparation of tax returns, and provided assistance in connection with
various tax questions for the year ending December 31, 1996. A resolution
will be presented to the meeting to appoint that firm, as independent
public accountants, to examine the financial statements of the Corporation
for the year ending December 31, 1997, and to perform other appropriate
accounting services.
The Corporation has been advised by KPMG Peat Marwick LLP that no
member of the firm has any financial interest, either direct or indirect,
in the Corporation, and during the past three years they have had no
connection with the Corporation in any capacity other than that of public
accountants. Representatives of that firm will be present at the
stockholders' meeting and will have an opportunity to make a statement if
they desire, and they will be available to respond to appropriate
questions.
If the stockholders do not appoint KPMG Peat Marwick LLP, the
selection of independent public accountants will be reconsidered by the
Board of Directors. The Corporation does not have an audit or similar
committee.
The affirmative vote of the holders of a majority of the outstanding
common stock present and voting at the meeting will be required for
approval of this proposal. The shares represented by the enclosed proxy
will be voted in favor of the appointment of KPMG Peat Marwick LLP, as
above described, unless a contrary choice is specified on the enclosed
proxy.
STOCKHOLDERS PROPOSALS
In order for a stockholder proposal to be included in the proxy
materials for next year's annual meeting, it must be received at the
Corporation's principal office in Kansas City, Missouri, on or before
November 18, 1997.
OTHER MATTERS
While the Notice of Annual Meeting of Stockholders calls for
transaction of such other business as may properly come before the meeting,
or adjournments thereof, management has no knowledge of any matters to be
presented for action by the stockholders at the meeting other than the
above. The enclosed proxy gives discretionary authority, however, in the
event that any additional matters should be presented.
By Order of the Board of Directors
/s/ S.M. Riddle
Dated March 20, 1997 Secretary
THE ANNUAL REPORT FORM 10-K TO THE SECURITIES AND EXCHANGE COMMISSION
PROVIDES CERTAIN ADDITIONAL INFORMATION AND WILL BE AVAILABLE TO
STOCKHOLDERS IN APRIL. A COPY OF THIS REPORT MAY BE OBTAINED WITHOUT CHARGE
UPON REQUEST TO THE SECRETARY OF THE CORPORATION.
<PAGE>
PROXY CENTRAL COAL & COKE CORPORATION PROXY
127 W. 10th STREET, SUITE 666, KANSAS CITY, MISSOURI 64105
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 16, 1997,
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints BEEKMAN WINTHROP, LEONARD NOAH and
PHELPS M. WOOD and each or any of them, proxies with power of substitution,
to vote all stock of the undersigned at the ANNUAL MEETING OF CENTRAL COAL
& COKE CORPORATION to be held April 16, 1997, and at any adjournments
thereof, as described below.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
L. NOAH, S.M. RIDDLE, B. WINTHROP, P.M. WOOD, E.N. YARNEVICH, Jr.
(Instruction: To withhold authority to vote for any individual nominee
write that nominee's name of the space provided below.)
_______________________________________________________________________
2. PROPOSAL TO APPOINT KPMG PEAT MARWICK LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE CORPORATION.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting
Name(s), address and number of shares of registered owner(s) appear on
reverse side hereof.
PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
SEE REVERSE SIDE FOR MATTERS TO BE VOTED ON
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
PROXY
Signature(s) _______________________________________________________ , 1997
Please sign exactly as name(s) Month Day
appear(s) below; indicating
official position or representa-
tive capacity where applicable
Show address change.
