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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[ ] Fee paid previously with preliminary materials.
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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 21, 1999
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 19, 1999, will be entitled to
vote at the meeting.
/s/ Ernest N. Yarnevich,Jr.
March 24, 1999 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 24, 1999
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 21, 1999. 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), 355,889 of which were
outstanding as of February 12, 1999, 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 19, 1999, will be entitled to vote at the meeting.
As of February 12, 1999, 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 29.64%
P.O. Box 660729 beneficial ownership;
Arcadia, CA 91066 101,821 shares indirect
beneficial ownership
(See note 5 following
Election of Directors
below)
Common Beekman Winthrop 63,567 shares direct 26.72%
3722 Benton Street, N.W. beneficial ownership;
Washington, DC 20007-1803 32,064 shares indirect
beneficial ownership
(See Note 4 following
Election of Directors
below)
Common Patrick J. Moran 30,909 shares direct 8.68%
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.
<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 21, 1999 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 12, 1999, 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 3,700 shares 1.03%
Stern Bros. & Co. (Note 2)
61 years (Note 2)
Gary Pennington General Manager and 1998 4 shares 0.00%
Assistant Secretary
of the Corporation
39 years (Note 3)
Beekman Winthrop Private Investor and 1989 95,631 shares 26.72%
President of Woodwin (Note 4)
Management, Inc.
57 years
Phelps M. Wood President of 1980 106,071 shares 29.64%
Tektest, Inc. (Note 5)
(Manufacturers of
Electronic Testing
Accessories)
62 years
Ernest N. Member, Slagle, 1993 2,500 shares 0.70%
Yarnevich, Jr. Bernard & Gorman, (Note 6)
A Professional
Corporation,
Attorneys at Law,
Kansas City,
Missouri (Note 6)
54 years
TOTAL FOR FIVE DIRECTORS 207,906 57.13%
<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 2,000 shares he has the option
to acquire as described in Note 1 above.
(3) Mr. Pennington was elected a Director by the Board of Directors of the
Corporation September 19, 1998, to fill the vacancy created by the death
on August 24, 1998, of S.M. Riddle who had served as a Director since
1975. Mr. Pennington has served as General Manager of the Corporation
since 1985 and is also an Assistant Secretary 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 19,193 shares owned by a family
limited partnership. Also, he has the option to acquire 2,000 shares
as described in Note 1 above. In addition 4,750 shares are owned of
record by his son, Dudley Winthrop. Mr. Winthrop is also a Director
of Sheldahl, Inc.
(5) As of February 12, 1999, 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 38,279 shares. Mr. Wood also
has an indirect beneficial interest in another 59,461 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 104,071 shares, in addition to
2,000 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 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:
There are no Executive Officers of the Corporation who are not also
Directors and listed in the table above.
All Directors, nominees and officers as a group own 207,906 shares of
the Corporation's common stock which constitute 57.13% 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 1998 all Section 16(a) filing requirements applicable
to such persons were complied with, except that Mr. Pennington filed his
Form 3 approximately 10 days late after being appointed a Director to fill
the vacancy created by the death discussed in Note 3 above.
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 $88,871 for the fiscal year ended
December 31, 1998. This amount includes all salaries, commissions and
bonuses received by all executive officers from the Corporation, 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.
Payments totalling $4,000 were made to Mr. Riddle's widow following his death.
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, each Director on April
19, 1996, was granted the option to purchase 500 additional shares at a
price of $30.50 per share, each Director on May 5, 1997, was granted the
option to purchase 500 additional shares at a price of $30.50 per share, and
each Director on May 19, 1998, was granted the option to purchase 500
additional shares at a price of $30.375 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 1998 fees totaling $6,994.11 were paid
in accordance with the formula described above. The Corporation has no
present plan to terminate the agreement.
During the calendar year 1998, the Corporation had in the ordinary course of
its business, purchased from Stern Brothers & Co. United States Government
obligations having an aggregate principal amount of approximately $30,000,000,
the gross profit to Stern Brothers & Co. being approximately $3,000. Mr.
Leonard Noah's relationship to Stern Brothers & Co. is described above.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG 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, 1997. 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,
1999, and to perform other appropriate accounting services.
The Corporation has been advised by KPMG 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 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 LLP, as above described,
unless a contrary choice is specified on the enclosed proxy.
STOCKHOLDERS PROPOSALS
In order for a proposal of a stockholder to be presented at the Company's
2000 Annual Meeting of Stockholders, it must be received at the Company's
principal office in Kansas City, Missouri, no later than November 24, 1999,
for inclusion in the 2000 Proxy Statement. A proposal of a Stockholder to be
presented at the Company's 2000 Annual Meeting of Stockholders without
inclusion in the 2000 Proxy Statement should be received at the Company's
principal office no later than February 8, 2000, to be timely, and if not
received by that date proxies given to the Company may grant the Company
discretionary authority to vote on such proposal.
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/ Ernest N. Yarnevich, Jr.
Dated March 24, 1999 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 21, 1999,
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 21, 1999, 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, G.J. PENNINGTON, 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 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.
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.
Signature(s) _______________________________________________________ , 1999
Please sign exactly as name(s) Month Day
appear(s) below; indicating
official position or representa-
tive capacity where applicable
Show address change.
