<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CALMAT CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
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(2) Aggregate number of securities to which transaction applies:
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(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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF CALMAT CO.]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, APRIL 24, 1996
The Annual Meeting of Stockholders of CalMat Co., a Delaware corporation
(the "Company"), will be held in the PACIFIC BALLROOM OF THE OMNI LOS ANGELES
HOTEL AND CENTRE (formerly the Los Angeles Hilton Hotel), 930 WILSHIRE
BOULEVARD, LOS ANGELES, CALIFORNIA, on WEDNESDAY, APRIL 24, 1996, at 10:00 A.M.
The following proposals will be on the agenda for action by the stockholders:
1. To elect thirteen (13) directors to serve during the ensuing year and
until their successors are elected or appointed; and
2. To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
All stockholders of record at the close of business (5:00 p.m., Los Angeles
time) on March 12, 1996 are entitled to one vote for each share of stock held.
A list of all stockholders entitled to vote will be available for inspection by
any stockholder for any purpose germane to the meeting for ten days prior to the
Annual Meeting at the general offices of the Company at 3200 San Fernando Road,
Los Angeles, California 90065 during normal business hours.
All stockholders are cordially invited to attend the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, please complete and return
the enclosed proxy card. If you decide to attend the meeting in person, you can
then withdraw your proxy and vote at that time.
BY ORDER OF THE BOARD OF DIRECTORS,
A. FREDERICK GERSTELL
Chairman of the Board
Los Angeles, California
March 15, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
GENERAL INFORMATION....................................................... 1
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............... 2
*PROPOSAL - ELECTION OF DIRECTORS......................................... 3
1996 Nominees for Director.............................................. 4
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD............................ 6
Audit Committee......................................................... 6
Management Development and Compensation Committee....................... 6
Nominating Committee.................................................... 7
Finance Committee....................................................... 7
Executive Committee..................................................... 7
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT......................... 8
EXECUTIVE COMPENSATION.................................................... 8
Report of the Compensation Committee on Executive Compensation.......... 8
Compensation Policies for Executive Officers......................... 8
1995 Compensation and Bonuses - Executive Officers................ 8
1995 Compensation and Bonus - Chief Executive Officer............. 9
1996 Incentive Compensation Program - EVA(R)...................... 10
Stock Option Grants.................................................. 11
Compensation Committee Interlocks and Insider Participation............. 11
Employment Agreements................................................... 12
Table 1 - Summary Compensation.......................................... 13
Pension Plans........................................................... 14
Table 2 - 1995 Pension Plan............................................. 14
Return to Stockholders Performance Graph................................ 15
Table 3 - Option Grants for 1995........................................ 16
Table 4 - Option Exercises and Year-End Value........................... 16
INDEPENDENT AUDITORS...................................................... 17
FORM 10-K................................................................. 17
SUBMISSION OF STOCKHOLDER PROPOSALS....................................... 17
VOTE REQUIRED FOR APPROVAL................................................ 17
OTHER MATTERS ........................................................... 17
</TABLE>
_________________
*Denotes proposal to be voted on at the meeting
<PAGE>
CALMAT CO.
3200 San Fernando Road
Los Angeles, CA 90065
---------------------
PROXY STATEMENT
---------------------
GENERAL INFORMATION
This statement is furnished in connection with the solicitation of proxies
for use at the Annual Meeting of Stockholders of CalMat Co. (the "Company"), to
be held on Wednesday, April 24, 1996 (the "Annual Meeting"). This solicitation
is made by the Board of Directors of the Company, and the costs thereof, which
will be borne by the Company, are expected to be nominal. In addition to
solicitation of proxies by mail, the Company may utilize the services of
directors, officers and regular employees of the Company (who will receive no
additional compensation therefor) to solicit proxies personally and by telephone
and facsimile. In addition, Georgeson & Company, Inc. has been retained by the
Company to assist in the solicitation of proxies. The anticipated fee of this
proxy solicitor is $7,000, plus its out-of-pocket costs and expenses. The proxy
may be revoked by a stockholder at any time prior to its use by delivering
written notice of such revocation to the Secretary of the Company at its
principal executive offices, 3200 San Fernando Road, Los Angeles, California
90065, by submitting a later dated proxy, or by attending the Annual Meeting and
voting in person.
Brokerage houses, custodians, nominees, and others who hold stock in their
names will be reimbursed for expenses incurred by them in sending proxy material
to beneficial owners.
The approximate date on which this proxy statement and the form of proxy
will first be sent or given to security holders is March 15, 1996.
The stockholders of record at the close of business on March 12, 1996 are
entitled to one vote for each share of stock held by them. Each stockholder
entitled to vote at any election for directors has the right to cumulate votes
and give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which that stockholder's shares are
entitled, or to distribute such votes on the same principle among as many
candidates as the stockholder determines. The proxy solicited by the Board of
Directors confers discretionary authority on the proxies to cumulate votes so as
to elect the maximum number of nominees. Stockholders who wish to cumulate
their votes must so indicate on the form of proxy. Proxies cannot be voted for a
greater number of persons than the number of nominees named. A majority of the
stock issued and outstanding, represented in person or by proxy, constitutes a
quorum for the transaction of business at the meeting.
On February 20, 1996, there were outstanding 23,182,312 shares of the
Company's Common Stock, $1 par value, all of which are of one class.
1
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following shows information (i) as of December 31, 1995 with respect to
the only persons known to the Company to be the beneficial owners of more than
5% of the Company's outstanding stock, based on the Company's records and a
review of filings made pursuant to Sections 13 and 16 of the Securities Exchange
Act of 1934 (the "Exchange Act"); and (ii) as of February 20, 1996 for the
officers named in this proxy statement under the caption "Executive
Compensation" and for directors and executive officers as a group. For the
purpose of this proxy statement, beneficial ownership of securities is defined
in accordance with the rules of the Securities and Exchange Commission and means
generally the power to vote or dispose of the securities regardless of any
economic interest therein. Unless noted otherwise, beneficial owners listed
have sole voting and investment power with respect to the shares reported.
<TABLE>
<CAPTION>
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NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------------------------------
<S> <C> <C>
Dan Murphy Foundation 3,923,247 shares 16.92
Post Office Box 711267
Los Angeles, CA 90071
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Fidelity Management & Research Co. 2,599,800 shares 11.22
Boston, MA 02110-2003
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Systematic Financial Management, Inc. 1,285,760 shares 5.55
Fort Lee, NJ 07024-3308
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A. Frederick Gerstell 208,785 shares (a) (b)
Chairman of the Board,
President, Chief Executive Officer,
Chief Operating Officer,
and Director
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Scott J Wilcott 148,829 shares (a) (b)
Executive Vice President,
Law and Property
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Paul Stanford 44,763 shares (a) (b)
Executive Vice President -
Administration, General Counsel
and Secretary
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H. James Gallagher 28,250 shares (a) (b)
Executive Vice President -
Finance and Chief Financial
Officer
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R. Bruce Rieser 500 shares (b)
Executive Vice President,
Construction Materials
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Delbert H. Tanner 65,000 shares (a) (b)
Executive Vice President,
Construction Materials (c)
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Directors and executive officers
as a group (20 persons) 1,358,275 shares (a) 5.72
- ------------------------------------------------------------------------------
</TABLE>
(a) The amounts shown include the following shares that may be acquired within
60 days pursuant to outstanding stock option grants: A. Frederick Gerstell,
174,103 shares; Scott J Wilcott, 134,500 shares; Paul Stanford, 44,250
shares; H. James Gallagher, 27,250 shares; Delbert H. Tanner, 60,000
shares; and all directors and executive officers as a group, 546,057
shares.
(b) Less than 1%.
(c) Mr. Tanner's employment terminated effective December 31, 1995.
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2
<PAGE>
PROPOSAL - ELECTION OF DIRECTORS
The Company's By-Laws provide for a Board of Directors, consisting of from
eleven to fifteen directors, with the exact number to be determined by the
Board. Thirteen directors, who will comprise the entire Board of Directors,
will be elected at the 1996 Annual Meeting. Each of the nominees for director
named below is a member of the present Board of Directors, and the term of
office for which each nominee is a candidate will expire at the next Annual
Meeting or when the director's successor shall have been elected or appointed.
All shares represented by valid proxies will be voted in accordance with the
instructions contained therein. In the absence of instructions to the contrary,
votes will be cast for the election of the following as directors, pursuant to
the proxies solicited hereby. In the unanticipated event that any nominee
should become unavailable for election as a director, the proxies will be voted
for any substitute nominee named by the Board of Directors.
<TABLE>
<CAPTION>
SHARES OF COMPANY
FIRST BECAME STOCK BENEFICIALLY
POSITION WITH A OWNED AS OF PERCENT
NAME OF NOMINEE AGE COMPANY DIRECTOR FEBRUARY 20, 1996(A) OF CLASS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John C. Argue 64 Director 1990 3,750 (b) *
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Arthur Brown 55 Director 1994 2,000 (c) *
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Harry M. Conger 65 Director 1981 (d) 5,250 (b) *
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Rayburn S. Dezember 65 Director 1989 5,850 (b)(e) *
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A. Frederick Gerstell 58 Chairman of the Board, 1981 (d) 208,785 (f) *
President, and Director
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Richard A. Grant, Jr. 56 Director 1972 (d) 40,250 (g) *
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Grover R. Heyler 69 Director 1978 4,250 (b) *
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William T. Huston 68 Director 1978 7,530 (b) *
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William Jenkins 76 Director 1973 52,084 (b) *
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Edward A. Landry 56 Director 1994 1,750 (h) *
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Thomas L. Lee 53 Director 1990 4,250 (b) *
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Thomas M. Linden 52 Director 1978 616,548 (i) 2.66
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Stuart T. Peeler 66 Director 1966 (d) 17,250 (j) *
- -----------------------------------------------------------------------------------------------------------
* Less than 1%
- -----------------------------------------------------------------------------------------------------------
</TABLE>
[FOOTNOTES ON FOLLOWING PAGE]
3
<PAGE>
(a) Unless otherwise indicated, the beneficial owner (within the meaning of the
rules of the Securities and Exchange Commission) of the shares shown has
sole voting and investment power, subject to applicable community property
and similar laws.
(b) Of the shares shown, 2,250 are shares that the director has the right to
acquire under the director's stock option agreements.
(c) Of the shares shown, 750 are shares that Mr. Brown has the right to acquire
under a director's stock option agreement.
(d) Includes service as a director of a predecessor constituent company,
California Portland Cement Company ("CPC"). Each of these nominees for
director became a director upon formation of the Company in 1984 by the
combination of CPC and Conrock Co. ("Conrock").
(e) Mr. Dezember has shared voting and investment power with respect to 3,600
of the shares shown. The shares are held in a family trust, of which Mr.
Dezember and his wife are Co-Trustees.
(f) Of the shares shown, 174,103 are shares that Mr. Gerstell has the right to
acquire under stock option agreements.
(g) Mr. Grant disclaims any beneficial interest in the 3,923,247 shares owned
by the Dan Murphy Foundation, of which he is Secretary, Treasurer and a
Trustee, and in the 298,273 shares owned by the P.D. Byrne Trust, of which
he is a Co-Trustee. Included in the shares shown are 8,000 shares
beneficially owned by Mr. Grant's children as to which he has shared voting
and investment power, and 2,250 shares which he has the right to acquire
under director's stock option agreements.
(h) Mr. Landry disclaims any beneficial interest in the 3,923,247 shares owned
by the Dan Murphy Foundation, of which he is a Trustee, and in the 1,868
shares held in the Philip Marlow Trust, of which he is a Trustee. Of the
shares shown, 750 are shares which Mr. Landry has the right to acquire
under a director's stock option agreement.
(i) Mr. Linden has shared voting and investment power with respect to 253,532
shares of the shares shown. Mr. Linden disclaims beneficial ownership with
respect to the 203,126 shares held by the R.F. and D.A. Ingold Trust, of
which he is a Co-Trustee. Of the shares shown, 2,250 are shares which Mr.
Linden has the right to acquire under director's stock option agreements.
(j) Mr. Peeler has shared voting and investment power with respect to 15,000 of
the shares shown. Of the shares shown, 2,250 are shares which Mr. Peeler
has the right to acquire under director's stock option agreements.
1996 NOMINEES FOR DIRECTOR
- --------------------------
JOHN C. ARGUE. Of Counsel to the Los Angeles law firm of Argue Pearson Harbison
& Myers where he has worked since 1972. He has practiced law since 1957. Mr.
Argue is a Director of Avery Dennison, Inc., Coast Savings Financial, Inc., and
its subsidiary, Coast Federal Bank. He is a Trustee of TCW Funds, Inc., the
TCW/DW Family of Funds and Term Trusts 2000, 2002, 2003, and also serves as
Chairman of Rose Hills Memorial Park, and of the Advisory Directors of LAACO,
Ltd.
ARTHUR BROWN. Chairman of the Board, Chief Executive Officer and President of
Hecla Mining Company ("Hecla"). Prior to being named President in 1986, Mr.
Brown served as Hecla's Chief Operating Officer, and Executive Vice President in
addition to various other positions as an officer of Hecla. Mr. Brown is also a
director of Southern Africa Minerals Corporation, American Colloid Company (an
American industrial minerals company), and Idaho Independent Bank.
4
<PAGE>
HARRY M. CONGER. Chairman of the Board and Chief Executive Officer of Homestake
Mining Company since 1986; also its President from 1982 to 1986. Mr. Conger is
also a Director of ASA, Ltd., Baker Hughes, Inc., Pacific Gas and Electric
Company, and the National Mining Association. He is also Chairman of the World
Gold Council, a Trustee of the California Institute of Technology, and a member
of the Board of Trustees of the Western Regional Council.
RAYBURN S. DEZEMBER. Serves on the boards of Wells Fargo and Company, Wells
Fargo Bank and Tejon Ranch Co. He is also a Director of the Bakersfield
Californian and Bolthouse Farms. Mr. Dezember served as Chairman of the Board
and Chief Executive Officer of Central Pacific Corp. from 1981 to 1990. He is
also a Trustee of Whittier College.
A. FREDERICK GERSTELL. Chairman of the Board, President, Chief Executive
Officer and Chief Operating Officer of the Company. Prior to 1991, Mr. Gerstell
was President, Chief Executive Officer and Chief Operating Officer. From 1984
to 1988, Mr. Gerstell was President and Chief Operating Officer of the Company.
From 1981 to 1984, he was President and Chief Operating Officer and a Director
of CPC and, prior to 1981, a Vice President of CPC. Mr. Gerstell is also a
Director of Ameron, Inc.
RICHARD A. GRANT, JR. Private investor and Co-Trustee of M. B. Scott trusts.
Mr. Grant is a Co-Trustee of the P.D. Byrne Trust, which owns 298,273 shares of
the Company's Common Stock. Mr. Grant is also Secretary, Treasurer and a Trustee
of the Dan Murphy Foundation, a nonprofit foundation which owns 3,923,247 shares
of the Company's Common Stock.
GROVER R. HEYLER. Retired partner of the law firm of Latham & Watkins, where
he had practiced law since 1952. Since his retirement at the end of 1992, he
has been of counsel to the firm. The Company retained the services of Latham &
Watkins during 1995 and has retained such services in 1996.
WILLIAM T. HUSTON. Chairman of the Board of Watson Land Company since January
1, 1994, formerly known as Watson Industrial Properties, a real estate
development company. From 1986 through 1993, he was its Chairman and Chief
Executive Officer, and from 1963 to 1985, he was its President and Chief
Executive Officer.
WILLIAM JENKINS. Retired as Chairman of the Board of the Company at the end of
1990. Prior to 1988, Mr. Jenkins was Chairman of the Board and Chief Executive
Officer, and prior to 1984, President, Chief Executive Officer and a Director of
Conrock.
EDWARD A. LANDRY. Senior Partner of the Los Angeles law firm of Musick, Peeler
& Garrett, where he has practiced law since 1965. The Company retained the
services of Musick, Peeler & Garrett during 1995 and has retained such services
in 1996. He is a Trustee of the Dan Murphy Foundation, a non-profit foundation,
which owns 3,923,247 shares of the Company's Common Stock. Mr. Landry also
serves as a trustee for other non-profit foundations.
THOMAS L. LEE. Has served as Chief Executive Officer, as a Director, and since
July 1989 as Chairman of The Newhall Land and Farming Company, a publicly traded
California limited partnership. He served as its President and Chief Executive
Officer from 1987 to 1989, and as President and Chief Operating Officer from
1985 to 1987. He also is a Director of First Interstate Bancorp and of First
Interstate Bank of California, and a Trustee of California Institute of the
Arts.
THOMAS M. LINDEN. Private investor. He was Executive Vice President and
General Manager -Properties Division of the Company from May 1985 through May
1989. Before that time, he was a partner with Smith, Linden and Basso,
certified public accountants.
5
<PAGE>
STUART T. PEELER. Petroleum industry consultant and independent oil and gas
producer since the beginning of 1989. He was Chairman of the Board and Chief
Executive Officer of Statex Petroleum, Inc., from 1982 through 1989 and was its
President from 1983 to 1986. Mr. Peeler is a Director of Chieftain
International, Inc., Chieftain International Funding Corp., Homestake Mining
Company and Homestake Gold of Australia, Ltd. He is also a Trustee of the J.
Paul Getty Trust.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During 1995, the Board of Directors met ten times. Directors who are not
Company employees are paid a quarterly retainer fee of $3,500 for service on the
Board -- $4,000 if the director also serves as a Committee Chairman. In
addition, such non-employee directors are paid a fee of $1,200 for each Board
meeting and $800 for each Committee meeting attended.
The Board of Directors has an Audit Committee, a Management Development and
Compensation Committee, a Nominating Committee, a Finance Committee and an
Executive Committee. During 1995, the Audit and Finance Committees each met
three times. The Management Development and Compensation Committee met five
times. The Nominating and Executive Committees each met once. All directors
attended more than 75% of all meetings of the Board and any committees on which
they served.
AUDIT COMMITTEE
- ---------------
The Audit Committee recommends the selection of independent auditors and
approves their fee arrangement. The Audit Committee reviews the plan and scope
of the audit and the resulting audit report and management letter. The Audit
Committee also monitors the Company's ethics programs and other compliance
policies and discusses with management and the outside auditors the effect of
recently issued accounting standards on the Company's financial statements.
Members
John C. Argue, Chairman William T. Huston
Rayburn S. Dezember Edward A. Landry
Grover R. Heyler Stuart T. Peeler
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
- -------------------------------------------------
The Management Development and Compensation Committee ("Compensation Committee")
approves and recommends to the Board of Directors director compensation,
remuneration for senior management of the Company, and the adoption of any
compensation plans. The Compensation Committee also makes recommendations to the
Board concerning succession planning and management development policies for the
Company. The Compensation Committee's Stock Option Sub-Committee approves the
granting of stock options or other benefits under such plans.
Members
Stuart T. Peeler, Chairman William Jenkins
John C. Argue Thomas L. Lee
Harry M. Conger Thomas M. Linden
6
<PAGE>
NOMINATING COMMITTEE
- --------------------
The Nominating Committee recommends to the Board of Directors nominees to fill
Board vacancies, and a slate of nominees for election at the Annual Meeting of
Stockholders. The Nominating Committee has no formal procedures for
consideration of recommendations for nominees which may be submitted by
stockholders.
Members
Thomas L. Lee, Chairman Grover R. Heyler
Harry M. Conger William T. Huston
Richard A. Grant, Jr.
FINANCE COMMITTEE
- -----------------
The Finance Committee monitors the performance of investments in the Company's
pension plans and selects and recommends managers, financial advisors and
trustees for pension fund investments. The Finance Committee also reviews and
makes recommendations regarding the structure of Company indebtedness, specific
major borrowings, the Company's debt-to-equity ratio and the relationship of
long-term debt to short-term debt.
Members
Richard A. Grant, Jr., Chairman Grover R. Heyler
Arthur Brown Thomas M. Linden
Rayburn S. Dezember
EXECUTIVE COMMITTEE
- -------------------
The Executive Committee reviews and makes recommendations regarding corporate
objectives and policies, the Company's long-range plan, major Company
acquisitions or divestitures and the Company's dividend policy. When necessary,
the Executive Committee may act in lieu of the Board of Directors, exercising
all the powers of the Board of Directors in the management of the business and
affairs of the Company, except where limited by Section 141 of the Delaware
General Corporation Law.
Members
William Jenkins, Chairman Thomas L. Lee
John C. Argue Thomas M. Linden
Harry M. Conger Stuart T. Peeler
Richard A. Grant, Jr.
7
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors, executive
officers and persons who own more than 10% of the Company's Common Stock
(collectively "Reporting Persons") to file reports of ownership and changes in
ownership of the Company's Common Stock. Reporting Persons are required by
Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) reports they file.
Based solely on its review of the copies of such reports received or written
representations from certain Reporting Persons that no Forms 5 were required,
the Company believes that during fiscal 1995, all Reporting Persons complied
with all applicable filing requirements.
EXECUTIVE COMPENSATION
The Executive Compensation section of this Proxy Statement includes (i) the
Report of the Compensation Committee, (ii) a discussion of certain Employment
Agreements entered into by the Company with certain executives, (iii) a Summary
Compensation Table which shows the compensation paid or accrued to the named
individuals by the Company during the fiscal years ended December 31, 1995, 1994
and 1993, (iv) information about the Company's defined benefit supplemental
retirement plan, (v) a Performance Graph of the Company's stock performance
during the last five fiscal years compared to the stock performance of the
Company's peer group and others during the same period, and (vi) an Option
Grants table and an Option Exercises and Year-End Value table which show grants
and exercises during the last fiscal year with year-end information regarding
outstanding options.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
--------------------------------------------------------------
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS OF THE COMPANY
The Compensation Committee is responsible for setting and administering all
policies which govern salaries, salary increases, and bonuses for the
Company's executive officers and key managerial employees for approval by the
Company's Board of Directors. In 1995, the Compensation Committee met five
times.
The Compensation Committee's purpose is to ensure that the Company is able to
attract and retain well-qualified executives who will manage the Company for
the benefit of stockholders and contribute to the Company's success. The
policy of the Compensation Committee is to provide compensation to executive-
level officers which is appropriate to each executive officer's level of
responsibility and which will both reward the executive for past performance
and provide an incentive to the executive for future performance.
1995 Compensation and Bonuses - Executive Officers
The primary focus of the Compensation Committee in making its compensation
decisions for executive officers in fiscal 1995 was its subjective review of
each executive officer's individual performance. The Compensation Committee
did not establish predetermined performance standards for executive officers,
but rather reviewed each executive officer's individual performance in the
context of the overall performance of the Company. In making this evaluation,
the Compensation Committee considered the earnings performance of the Company
and evaluated whether the specific performance of the area over which an
executive officer has control contributed to the earnings performance or
otherwise supported the Company's overall performance. The Compensation
Committee also reviewed the individual performance of the executive in
8
<PAGE>
the executive's role as a manager and leader within the Company and the
performance appraisal prepared by the Chief Executive Officer ("CEO")
regarding the performance of the individual executive.
Additionally, as part of its subjective determination of the appropriateness
of salary with regard to an executive's level of responsibility, the
Compensation Committee reviewed salary surveys of companies within the
Company's peer group of nine U.S. companies within the sand, gravel and
mining industry. In reviewing these peer industry surveys, the Compensation
Committee primarily considered the level of compensation being paid to
executives with similar responsibilities in comparable businesses with
similar business cycles. For example, the Compensation Committee especially
considered the surveys of mining companies whose business cycles, like the
Company's, are tied to the construction industry. The Compensation Committee
also reviewed professional surveys of non-industry related companies,
primarily in California, which have comparable revenue, location density in
California, and number of employees. In reviewing these non-industry surveys,
the Compensation Committee considered the compensation being paid to
executives with similar responsibilities in similarly-sized California
companies, with a heavier focus on Southern California companies, so as to
determine competitive wages within the geographic region. The professional
surveys reviewed include surveys produced by William M. Mercer, Inc., Towers
Perrin, and Watson Wyatt. The Compensation Committee did not target any
predetermined relationship between the salaries of the Company's executives
and those of the executives of the surveyed companies. In 1995, the named
executive officers as a group received salaries which were at or above the
median for executive officers in their peer group and at or above the median
for executives within non-industry related comparable companies in
California.
After its evaluation of these factors, the Compensation Committee
subjectively determined the appropriate level of compensation to be paid.
The Compensation Committee also oversees the Company's bonus plan, which the
Company uses to reward individual employee performance for the prior year. In
1995, the Compensation Committee subjectively determined that the Company's
bonus fund would equal 4% of the pre-tax, pre-bonus operating earnings for
the Company, excluding extraordinary gains and losses. The Compensation
Committee made this decision based on its subjective evaluation of historical
information with regard to bonus funds in prior years and the Compensation
Committee's overall goal to provide a reward for performance to key
employees. The Compensation Committee's decision to provide bonuses, and the
relationship, if any, of the bonus fund amount to the Company's earnings are
completely within the discretion of the Compensation Committee and may change
from year to year. In 1995, the bonus fund available to pay employees,
including the executive officers and the CEO, was approximately $784,000
compared with $1,563,000 in 1994. The percentage of this fund paid to the CEO
in 1995 was approximately 13%.
1995 Compensation and Bonus - Chief Executive Officer
In 1995, the Compensation Committee determined the compensation for the CEO
by subjectively evaluating his performance with regard to the performance of
the Company as a whole with special emphasis on the operating earnings of the
Company. The Compensation Committee did not predetermine performance goals
for the CEO, but subjectively evaluated his performance in the following
areas: (i) establishment of clear and sound objectives, (ii) achievement of
those objectives, (iii) creation of overall management strength, (iv)
development of successor management, and (v) communication with the Board of
Directors and senior management. Additionally, the Compensation Committee
considered particular accomplishments of the CEO in 1995 which have
contributed to long-term stockholder value. Specifically, in 1995, the
Compensation Committee subjectively evaluated the following accomplishments:
maintaining profitability; success in reducing costs; acquisition and
expansion activities; consolidating the Company's Construction Materials
Division, managing under adverse labor conditions; and improvements in
customer service and governmental relations. Finally, in evaluating the CEO's
performance, the Compensation Committee compared the short-term and long-term
total stockholder return performance of companies within its peer
9
<PAGE>
group to the Company's own short-term and long-term performance. In 1995, the
Company's total stockholder return fell below its peer group as shown on the
Performance Graph on page 15. The Compensation Committee did not evaluate
these factors using a predetermined formula, but used its subjective
discretion to reach its result.
The Compensation Committee, as it did for executive officer compensation,
also reviewed the same professional surveys of industry-related and non-
industry related companies in determining the CEO's salary level. In 1995,
the CEO's salary level was at or above the median for industry-related
companies and at or above the median for CEO's within non-industry related
comparable companies in California. For 1996, the CEO's base compensation was
raised from $485,000 to $500,000. The CEO's bonus for 1995 was $100,000.
1996 Incentive Compensation Program - "EVA(R)"
In January 1996, the Company implemented an Economic Value Added ("EVA(R)")
Incentive Compensation Program (the "Incentive Program") to provide key
employees with an incentive based upon increase in stockholder value, as part
of a competitive total compensation package which includes base salary,
EVA(R) incentive bonus, stock options and employee benefits. EVA(R) is an
internal measurement of operating and financial performance, developed by
Stern, Stewart & Co., a nationally recognized financial advisory firm, which
is designed to closely correlate performance with stockholder value. Under
EVA(R), focus is shifted from budget performance to return on invested
capital. Managers are rewarded relative to the economic value their business
units produce.
The Compensation Committee believes EVA(R) to be a superior measurement of
performance because it permits evaluation of business units based on their
ability to generate attractive economic profit. EVA(R) is defined as net
operating profit after taxes, less a charge for the average cost of the
capital employed to produce that profit. Improvement in EVA(R) therefore
represents the growth in economic profit from year to year. Thus, EVA(R)
provides a framework to measure the impact of value-oriented activity by
business units.
The Incentive Program will provide bonuses at two management levels. Group
One will comprise all executive officers of the Company, including the CEO
and all named executive officers, as well as all business unit managers and
their key staff. Group Two will include all other management and selected
sales personnel. The Compensation Committee has determined that all bonuses
(except for the limited "discretionary bonus" described below) will be
determined based on EVA(R) improvement. Corporate participants will be
evaluated based on improvement in EVA(R) for the Company as a whole, and
business unit participants will be evaluated based on improvement in their
business unit's EVA(R).
At the commencement of the program, a Target Bonus was established, based on
competitive information obtained from compensation surveys for each
participant, and is expressed as a percentage of the executive's base salary.
Incentive payouts will be determined by multiplying the Target Bonus by a
bonus multiple derived by comparing target and actual EVA(R) for the year in
question and adjusted for a "leverage factor" that reflects the expected
variability of the Company's performance based on historical factors. Bonus
payments under the Incentive Program may be more or less than the Target
Bonus.
The Compensation Committee has also determined that all management
participants in the Incentive Program will be eligible for a "discretionary
bonus" of up to ten percent (10%) of their Target Bonus, based on individual
achievement, irrespective of EVA(R) performance.
10
<PAGE>
STOCK OPTION GRANTS
The Stock Option Sub-Committee of the Compensation Committee (the "Sub-
Committee"), which is composed of independent directors, met four times in 1995
to determine the amount of any stock options to be granted to Company employees,
including the executive officers and the CEO. The Sub-Committee uses the award
of stock options to meet the Compensation Committee's goal to provide an
incentive for continued and future performance of executive officers and other
key employees, as part of the total compensation package. In making its
decisions in 1995, the Sub-Committee subjectively considered the performance of
the Company as a whole and the extent to which the performance of a particular
employee impacted that performance. The Sub-Committee did not review surveys of
stock option grants for other companies in determining its stock option awards.
Submitted by the Management Development and Compensation Committee:
COMPENSATION COMMITTEE MEMBERS
Stuart T. Peeler, Chairman
John C. Argue
Harry M. Conger
William Jenkins
Thomas L. Lee
Thomas M. Linden
STOCK OPTION SUB-COMMITTEE MEMBERS
Stuart T. Peeler, Chairman
John C. Argue
Harry M. Conger
Thomas L. Lee
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------
None of the members of the Compensation Committee are present or former members
of management except Mr. William Jenkins, who is a retired Chairman of the Board
of Directors and was CEO of the Company from July 1984 to January 1988, and Mr.
Thomas M. Linden, who was Executive Vice President and General Manager -
Properties Division of the Company from May 1985 through May 1989.
11
<PAGE>
EMPLOYMENT AGREEMENTS
---------------------
The Company has executed the following employment agreements with certain
executive officers according to the terms summarized below:
The Company has executed employment agreements with Mr. Gerstell, Mr. Wilcott
and Mr. Stanford that provide for compensation at an annual rate of $485,000,
$240,000, and $220,000, respectively, in 1995, and for $500,000, $247,500,
and $230,000, respectively, in 1996. In addition to providing benefits in the
case of disability, the agreements provide that the compensation and other
benefits (including bonus, retirement plan contributions and insurance
coverages) shall continue unabated for the period specified in each agreement
(four years for Mr. Gerstell and three years for Mr. Wilcott and Mr.
Stanford) from the date of notice of termination by the Company. In the event
the Company significantly reduces the importance of their responsibilities,
reduces their compensation or benefits, relocates the Company's principal
executive offices outside Los Angeles or reassigns them to a location other
than the principal executive offices, each executive's agreement provides
that the executive may terminate the agreement and receive the salary and
benefits that would have been provided to him under the agreement (four years
for Mr. Gerstell and three years for Mr. Wilcott and Mr. Stanford). In the
event of a change of control, the executive may accelerate the exercisability
of all options to acquire shares covered by any outstanding stock option
agreements he has with the Company.
Mr. Gallagher has an agreement with the Company with respect to severance
which provides that he will receive up to twelve months of salary ($230,000)
in the event of termination without cause.
Mr. Rieser has an agreement with the Company with respect to severance which
provides that he will receive twelve months of salary ($240,000) in the event
of termination without cause.
Mr. Tanner had an agreement with the Company with respect to severance that
provided for twelve months of salary ($265,000) in the event of termination
without cause. Upon his resignation in October 1995, the employment agreement
was terminated and the Company entered into a severance agreement with Mr.
Tanner pursuant to which he was paid twelve months of salary ($265,000).
12
<PAGE>
<TABLE>
<CAPTION>
TABLE 1 - SUMMARY COMPENSATION
- ----------------------------------------------------------------------------------------------------------------------
LONG TERM
NAME AND PRINCIPAL POSITION ANNUAL COMPENSATION (A) COMPENSATION ALL OTHER
----------------------------------------------------------------- COMPENSATION
YEAR SALARY ($) BONUS ($) OPTIONS (#)(B) (C)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A. FREDERICK GERSTELL 1995 $485,000 $100,000 40,000 $ 93,030
Chairman of the Board, 1994 $460,000 $200,000 60,000 $ 84,098
President, Chief Executive 1993 $430,000 $100,000 50,000 $ 79,837
Officer, Chief Operating
Officer, and Director
- --------------------------------------------------------------------------------------------------------------------
SCOTT J WILCOTT 1995 $240,000 $ 32,500 15,000 $ 45,998
Executive Vice President, 1994 $232,500 $ 65,000 25,000 $ 42,714
Law and Property 1993 $232,500 $ 25,000 20,000 $ 47,685
- --------------------------------------------------------------------------------------------------------------------
PAUL STANFORD 1995 $220,000 $ 30,000 15,000 $ 40,514
Executive Vice President 1994 $200,000 $ 60,000 25,000 $ 35,095
-Administration, General 1993 $182,731 $ 30,000 20,000 $ 31,256
Counsel, and Secretary
- --------------------------------------------------------------------------------------------------------------------
H. JAMES GALLAGHER 1995 $220,000 $ 30,000 15,000 $ 39,560
Executive Vice President - 1994 $200,000 $ 60,000 25,000 $ 8,768
Finance, and Chief 1993 $ 7,000 $ 12,000 22,000 -0-
Financial Officer
- --------------------------------------------------------------------------------------------------------------------
R. BRUCE RIESER* 1995 $175,000 $ 32,750 35,000 $ 884
Executive Vice President, 1994 ----- ----- ----- -----
Construction Materials 1993 ----- ----- ----- -----
- --------------------------------------------------------------------------------------------------------------------
DELBERT H. TANNER** 1995 $265,000 -0- -0- $335,712
Executive Vice President, 1994 $256,000 $ 65,000 25,000 $ 31,727
Construction Materials 1993 $118,267 $ 60,000 35,000 $ 82,920
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
* Mr. Rieser joined the Company as Senior Vice President, Construction
Materials, in March 1995 and was elected Executive Vice President,
Construction Materials, in December 1995.
** Mr. Tanner resigned his position as an officer in October 1995 and his
employment terminated effective December 31, 1995.
- -------------------------------------------------------------------------------
(A) Amounts shown include cash compensation earned and received by executive
officers as well as amounts earned but deferred at the election of those
officers.
(B) 1995 options were approved by the Board of Directors in January 1996 except
for 20,000 shares granted to Mr. Rieser on March 6, 1995.
(C) The amounts shown in this column for the last fiscal year include the
following items: (i) Mr. Gerstell: $21,000 - Company accrual to the Thrift
and Profit-Sharing Retirement Plan and Money Purchase Pension Plan for
Employees of CalMat Co., a defined contribution plan (DCP); $63,787 - Paid
by the Company to a trust for the Non-qualified Deferred Compensation Plan
for Selected Executives of CalMat Co., a non-qualified defined contribution
plan (NDCP); $8,243 - Company-paid term life insurance (TLI); (ii) Mr.
Wilcott: $21,000 - Company accrual to DCP; $21,409 - Company accrual to
NDCP; $3,589 - Company-paid TLI; (iii) Mr. Stanford: $21,000-Company accrual
to DCP; $17,287 - Company accrual to NDCP; $2,227 - Company-paid TLI; (iv)
Mr. Gallagher: $21,000 - Company accrual to DCP; $17,211 - Company accrual
to NDCP; $1,349 - Company-paid TLI; (v) Mr. Rieser: $884 - Company-paid TLI;
and (vi) Mr. Tanner: $21,000 - Company accrual to DCP; $26,926 - Company
accrual to NDCP; $978 - Company-paid TLI; $21,808 -Company-paid housing
allowance; $265,000 - payment pursuant to Mr. Tanner's severance agreement
with the Company.
- -------------------------------------------------------------------------------
13
<PAGE>
PENSION PLANS
- -------------
Under the Supplemental Executive Retirement Agreement in effect for 1995, a
defined benefit supplemental retirement plan, Mr. Gerstell would have received,
upon retirement, a supplemental benefit added to amounts received from Social
Security, the DCP and the NDCP, such that the total would approximate 70% of his
final average pay. During 1995, $53,549 was paid to a Company trust created to
fund this benefit.
The following table shows the estimated annual benefits which would have been
payable to Mr. Gerstell upon his retirement under the plan in effect in 1995:
TABLE 2 - 1995 PENSION PLAN (A)
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
REMUNERATION (B) YEARS OF SERVICE (C)
----------------------------------------------
<S> <C> <C> <C>
21 (D) 25 28 (E)
- ---------------------------------------------------------------------
$ 400,000 $ 37,258 $ 31,337 $ 50,972
- ---------------------------------------------------------------------
$ 600,000 $104,625 $117,770 $159,358
- ---------------------------------------------------------------------
$ 800,000 $171,991 $204,203 $267,744
- ---------------------------------------------------------------------
$1,000,000 $239,358 $290,636 $376,130
- ---------------------------------------------------------------------
</TABLE>
(A) This table reflects estimated payments to Mr. Gerstell under the plan prior
to revisions approved during 1996.
(B) Average compensation in the highest consecutive five years of the last 10
years of employment.
(C) Amounts shown represent the estimated supplemental annual pension to be
paid by the Company which are in addition to amounts to be received from
Social Security, the DCP and the NDCP.
(D) After twenty-one years of service, Mr. Gerstell will not yet be eligible
for Social Security benefits. Therefore, the amounts shown include such
additional amounts which the Company is obligated to pay until such time
that Mr. Gerstell reaches age 62.
(E) As of fiscal year end, Mr. Gerstell was the only participant in the plan.
At age 65 Mr. Gerstell will have 28 years of service.
The compensation covered by the 1995 plan includes the base salary shown in the
Compensation Table, not including bonuses.
In January 1996, the Board of Directors approved revisions to the plan as
follows: (i) Beginning in 1996, coverage under the plan will also be provided
for Messrs. Wilcott, Stanford, Gallagher, and Rieser, and one additional
executive officer; (ii) under the revised plan, Mr. Gerstell's benefit upon
retirement will approximate 65%, rather than 70%, of his final average pay.
However, the revised plan provides that the participant's final average pay will
include base salary plus bonus and will be calculated by averaging the
executive's highest three years of compensation during the prior five years of
employment, rather than the highest five consecutive years of the last ten years
of employment; and (iii) for all other executives, the benefit will approximate
60% of their final average pay.
14
<PAGE>
RETURN TO STOCKHOLDERS PERFORMANCE GRAPH
- ----------------------------------------
The following graph compares the cumulative total stockholder return on the
Company's common stock with the cumulative total return of the Standard & Poor's
500 Stock Index (the "S & P 500") and a composite industry index (the "Industry
Index") consisting of eight public companies in the building materials
industry.* The graph assumes that $100 was invested on December 31, 1990 in
each of CalMat stock, the S & P 500 and the Industry Index, and that all
dividends were reinvested.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG COMPOSITE, CZM AND S&P 500 INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) Composite CZM S&P 500
- ------------------- --------- ----- -------
<S> <C> <C> <C>
Measurement Pt- 12/31/90 $100 $100 $100
FYE 12/31/91 $116.6 $126.1 $130.5
FYE 12/31/92 $121.5 $126 $140.4
FYE 12/31/93 $155.5 $120.9 $154.5
FYE 12/30/94 $136.1 $100.9 $156.6
FYE 12/29/95 $172.4 $108.5 $215.4
</TABLE>
* Composite includes Florida Rock Industries, Granite Construction, Inc.,
Lafarge Corp., Martin Marietta Materials, Southdown, Inc., Texas Industries,
Inc., Vulcan Materials Co., and CalMat Co. Information for Martin Marietta
Materials begins in 1993 when such information first became publicly
available.
15
<PAGE>
<TABLE>
<CAPTION>
TABLE 3 - OPTION GRANTS FOR 1995 (Includes options granted on 1/23/96)
- -----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR GRANT DATE
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (A) IN FISCAL YEAR ($/SHARE)(B) DATE (C)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A. Frederick Gerstell 40,000 14.81 $17.25 1-23-06 $213,975
- -----------------------------------------------------------------------------------------------------------------------------------
Scott J Wilcott 15,000 5.56 $17.25 1-23-06 $ 80,241
- -----------------------------------------------------------------------------------------------------------------------------------
Paul Stanford 15,000 5.56 $17.25 1-23-06 $ 80,241
- -----------------------------------------------------------------------------------------------------------------------------------
H. James Gallagher 15,000 5.56 $17.25 1-23-06 $ 80,241
- -----------------------------------------------------------------------------------------------------------------------------------
R. Bruce Rieser (D) 20,000/ 7.41/ $18.625/ 3-6-05/ $108,895/
15,000 5.56 $17.25 1-23-06 $ 80,241
- -----------------------------------------------------------------------------------------------------------------------------------
Delbert H. Tanner -0- ---- ----- ----- -----
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Options granted are exercisable at 12 months after the grant date, with 25%
of the shares covered thereby becoming exercisable at that time and an
additional 25% of the option shares becoming exercisable on each successive
anniversary date, with full vesting occurring on the fourth anniversary
date. The option term is ten years; however, unless modified by an
employment agreement, no option which is unexercisable at termination of
employment will become exercisable.
(B) The exercise price may be paid by cash, by delivery of shares of the
Company's Common Stock owned by the Optionee or, with consent of the
Compensation Committee, by delivery of a full-recourse promissory note.
(C) The Modified Black-Scholes Option Valuation Model modifies the Black-
Scholes formula to include the impact of cash dividend payments and the
right to exercise options prior to maturity. The volatility factor and
risk-free rate of return at grant date used in the modified model were
0.2556 and 5.66%, respectively. The Company's dividend yield at the grant
date of 2.32% was used in the modified model. The model assumes that
options are exercisable approximately three years after vesting, based on
analyses of historical exercise patterns.
(D) Mr. Rieser received two grants for 1995: 20,000 options were granted at the
commencement of his employment on March 6, 1995 and 15,000 were granted on
January 23, 1996.
<TABLE>
<CAPTION>
TABLE 4 - OPTION EXERCISES AND YEAR-END VALUE
- ---------------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
(Includes 1995 options granted on 1/23/96)
- ---------------------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT 1/23/96 (B) AT 1/23/96 (B)(C)
VALUE REALIZED -------------- -----------------
SHARES ACQUIRED AT DATE OF EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE EXERCISE (A) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A. Frederick Gerstell 23,800 $102,170 174,103/120,000 $-0-/10,000
- ---------------------------------------------------------------------------------------------------------------------------
Scott J Wilcott ----- ----- 134,500/47,500 $28,750/3,750
- ---------------------------------------------------------------------------------------------------------------------------
Paul Stanford ----- ----- 44,250/47,500 $-0-/3,750
- ---------------------------------------------------------------------------------------------------------------------------
H. James Gallagher ----- ----- 27,250/54,750 $-0-/3,750
- ---------------------------------------------------------------------------------------------------------------------------
R. Bruce Rieser ----- ----- -0-/35,000 $-0-/3,750
- ---------------------------------------------------------------------------------------------------------------------------
Delbert H. Tanner ----- ----- 60,000/-0- $-0-/-0-
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Market value of the underlying securities at exercise date minus the
exercise price of the options.
(B) Includes 1995 options approved by the Board of Directors on January 23,
1996.
(C) Market value of the underlying securities at January 23, 1996 minus the
exercise price of in-the-money options.
16
<PAGE>
INDEPENDENT AUDITORS
At the time of publication of this Proxy Statement, the Audit Committee of the
Board of Directors had not yet selected independent auditors for 1996.
Therefore, no proposal for ratification, election or approval is included in
this Proxy Statement. The Company's financial records for 1995 were audited by
Coopers & Lybrand L.L.P. A representative of Coopers & Lybrand L.L.P. is
expected to be present at the Annual Meeting of Stockholders to make a statement
and to respond to appropriate questions.
FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE FURNISHED WITHOUT
CHARGE TO STOCKHOLDERS UPON REQUEST TO THE COMPANY, AT 3200 SAN FERNANDO ROAD,
LOS ANGELES, CALIFORNIA 90065, ATTENTION: PAUL STANFORD, SECRETARY. TELEPHONE
(213) 258-2777.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals must be received by the Company at its address by November
15, 1996 for inclusion in the proxy materials relating to the 1997 Annual
Meeting of Stockholders.
VOTE REQUIRED FOR APPROVAL
The thirteen nominees for director who receive a plurality of the votes cast at
the Annual Meeting in person or by proxy shall be elected. All other matters
require a majority of the votes.
Under the Company's By-Laws and Delaware law, shares represented by proxies that
reflect abstentions or "broker non-votes" (i.e., shares held by a broker or
nominee which are represented at the Annual Meeting, but with respect to which
such broker or nominee is not empowered to vote on a particular proposal) will
be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. To be elected, nominees must receive a
plurality of the votes cast by holders of Common Stock who are present and
entitled to vote, in person or by proxy, at the Annual Meeting. Accordingly,
abstentions or broker non-votes will not affect the election of the candidates
receiving the plurality of votes. All other proposals to come before the Annual
Meeting require the approval of a majority of the votes cast by holders of
Common Stock who are present with the power to vote. Abstentions as to a
particular proposal will have the same effect as votes against such proposal.
Broker non-votes, however, will have the effect of nonvoted shares for purposes
of determining approval of such proposal and will not be counted as votes for or
against such proposal.
OTHER MATTERS
The Company is not aware of any matters that may come before the meeting other
than those referred to in the Notice of Annual Meeting of Stockholders. If any
other matters shall properly come before the meeting, the persons named in the
accompanying form of Proxy intend to vote thereon in accordance with their best
judgment.
Paul Stanford
Secretary
Los Angeles, California
March 15, 1996
17
<PAGE>
[LOGO OF CALMAT]
<PAGE>
PROXY
CALMAT CO.
This Proxy is Solicited on Behalf of the Board of Directors of
CalMat Co.
I hereby constitute and appoint A. Frederick Gerstell and Paul Stanford, and
each of them, with full power of substitution and revocation to each, as my
proxies, to vote all shares of the Company held or owned by me at the Annual
Meeting of Stockholders of CalMat Co. to be held in the Pacific Ballroom of the
Omni Los Angeles Hotel & Centre, (formerly the Los Angeles Hilton Hotel), 930
Wilshire Boulevard, Los Angeles, California, at 10:00 a.m., on Wednesday, the
24th day of April, 1996, and at any and all adjournments thereof, upon the
following matters:
Election of Directors.
Nominees:
John C. Argue, Arthur Brown,
Harry M. Conger, Rayburn S. Dezember,
A. Frederick Gerstell, Richard A.
Grant, Jr., Grover R. Heyler,
William T. Huston, William Jenkins,
Edward A. Landry, Thomas L. Lee,
Thomas M. Linden, and Stuart T. Peeler.
Change of Address
-------------------------------
-------------------------------
-------------------------------
-------------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card.)
You are encouraged to specify your choices by marking the appropriate boxes
(SEE REVERSE SIDE) but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxy cannot be
voted unless you sign and return this card.
SEE REVERSE SIDE
<PAGE>
[X] PLEASE MARK YOUR 3232
VOTES AS IN THIS
EXAMPLE.
- --------------------------------------------------------------------------------
UNLESS A CONTRARY DIRECTION IS INDICATED, THE PROXIES WILL BE VOTED FOR THE
ELECTION OF ALL DIRECTORS.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Directors. (see reverse) [_] [_]
For, except vote withheld from the following nominee(s):
-------------------------------------
2. Any other matter that may properly come
before the meeting. Management is not
aware of any other matters that will be
presented for action at the meeting.
- --------------------------------------------------------------------------------
The undersigned hereby acknowledges receipt of Notice of the Annual Meeting
of Stockholders, dated March 15, 1996, and of the Proxy Statement of the
same date furnished therewith.
Change of Address [_]
on Reverse Side
SIGNATURE(S) DATE
--------------------------- --------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
The signer hereby revokes all proxies heretofore given by the signer to
vote at said meeting or any adjournments thereof.
