ALASKA GOLD CO, PRER14A, 1995-11-22

ALASKA GOLD CO
PRER14A, 1995-11-22
GOLD AND SILVER ORES

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<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

Notes:
Alaska Gold Company
- --------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Alaska Gold Company
- --------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[_] $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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------

[X] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:

<PAGE>1

PRELIMINARY COPY

ALASKA GOLD COMPANY

2959 N. Rock Road
Wichita, Kansas 67226

_____________, 1995

Dear Shareholder:

You are cordially invited to attend a Special Meeting of
Shareholders of Alaska Gold Company (the "Company") to be held on December __,
1995 at 9:00 a.m., local time, at 2959 N. Rock Road, 5th Floor Conference
Room, Wichita, Kansas 67226. The purpose of the Special Meeting is to approve
and adopt the Agreement and Plan of Merger, dated as of September 1, 1995 (the
"Merger Agreement"), adopted by the Board of Directors of Mueller Industries,
Inc. ("Mueller" or the "Major Shareholder"), providing for the acquisition by
the Company of all of its outstanding shares of Common Stock (the "Company
Stock"), other than the shares owned by the Major Shareholder, for a
consideration of $0.25 in cash for each outstanding share. The Major
Shareholder owns approximately 85% of the Company's outstanding Common Stock.
Pursuant to the Merger Agreement, this acquisition would be effected by means
of a merger of Mueller Acquisition Corporation ("Newco"), a
Delaware corporation wholly owned by the Major Shareholder, into the Company
(the "Merger"), as a result of which the Company will become wholly owned by
the Major Shareholder.

Your Company's Board of Directors has reviewed the terms and
conditions of the Merger Agreement as well as other factors, including that:

- Since its incorporation in 1975, the Company has lost money in each year,
with the exception of 1975 and 1985. Total profits in those two years
aggregated $3.1 million. In the other 18 years, the Company's total
losses aggregated over $100 million. In the time period 1976 to 1984,
the Company lost $51.5 million. In the time period 1986 to 1994, the
Company lost another $50.9 million.

- As of September 30, 1995, the Company owed creditors more than $100
million. The vast majority of this debt is currently due and payable.
Included in this debt is $95 million of term loans and advances from
Mueller, plus an additional $4.9 million in notes payable to Mueller.

<PAGE>2

- In 1990, prior to its delisting by the Pacific Stock Exchange, the
Company Stock traded between $0.625 and $0.0625 per share. Since 1990,
the Company has lost more than $20 million.

- The Company's stockholders' deficit was $96.4 million at September 30,
1995.

You are urged to read carefully the accompanying Proxy Statement in
its entirety, including the section entitled "Special Factors," for important
information regarding the Merger. After consideration of each of these
factors, your Company's Board of Directors has unanimously determined that the
terms of the Merger are fair to and in the best interests of shareholders of
the Company other than the Major Shareholder and has unanimously approved the
Merger Agreement. The affirmative vote of holders of a majority of the
outstanding Company Stock entitled to vote at the Special Meeting is required
to approve and adopt the Merger Agreement. Because the Major Shareholder
intends to vote all of its shares in favor of the Merger Agreement, approval
and adoption of the Merger Agreement is assured.

Promptly after the Merger is consummated, a Letter of Transmittal
with instructions will be mailed to all shareholders of record to use in
surrendering their certificates representing Company Stock. PLEASE DO NOT
SEND YOUR CERTIFICATES UNTIL YOU RECEIVE THE LETTER OF TRANSMITTAL.

A form of proxy solicited by the Company's Board of Directors is
enclosed for your convenience. Please mark, sign, date and return it
promptly. If you attend the Special Meeting, you may vote your shares
personally whether or not you have previously submitted a proxy; however,
please complete, sign, date and promptly return the enclosed proxy. All
properly executed proxies received prior to or at the Special Meeting, unless
revoked, will be voted at the Special Meeting in accordance with the
instructions on the proxies. Your prompt return of the enclosed proxy will be
greatly appreciated.

Sincerely yours,

James E. Browne
Secretary

<PAGE>1

ALASKA GOLD COMPANY

2959 N. Rock Road
Wichita, Kansas 67226

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held On December __, 1995

A Special Meeting of shareholders of Alaska Gold Company (the
"Company") will be held at 2959 N. Rock Road, 5th Floor Conference Room,
Wichita, Kansas 67226 on December __, 1995, at 9:00 a.m., local time, for the
following purposes:

1. To consider and vote upon a proposal to approve and adopt the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of
September 1, 1995, adopted by the Board of Directors of Mueller
Industries, Inc. ("Mueller" or the "Major Shareholder"), pursuant to
which, among other things, (a) Mueller Acquisition Corporation ("Newco"),
a Delaware corporation wholly owned by the Major Shareholder, will be
merged with and into the Company with the Company being the surviving
corporation (the "Merger"), and (b) all shares of the Company's Common
Stock (the "Company Stock") other than the shares of Company Stock owned
by the Major Shareholder, will be converted into the right to receive
$0.25 cash per share, and thereafter the Company will be wholly owned by
Mueller.

2. To transact such other business as may properly come before the
Special Meeting and any adjournment thereof.

The Merger Agreement is attached as Annex A to the accompanying
Proxy Statement. Shareholders who do not wish to accept the $0.25 cash per
share payment and who comply with the requirements of Section 262 of the
Delaware General Corporation Law have the right to seek an appraisal by the
Delaware Court of Chancery of the fair value of their shares of Company Stock.
For a description of the rights of shareholders pursuant to Section 262 and a
description of the procedures thereunder, see "Appraisal Rights" in the
accompanying Proxy Statement. A copy of the text of Section 262 is attached
as Annex B to the accompanying Proxy Statement. The Proxy Statement and the
Annexes thereto form a part of this Notice.

The Board of Directors of the Company has fixed the close of
business on __, 1995 as the record date for determining the
shareholders entitled to notice of and to vote at the Special Meeting and any
adjournment thereof. The affirmative vote of holders of a majority of the
outstanding Company Stock entitled to vote at the Special Meeting is required
to approve and adopt the Merger Agreement. The Merger does not require the
approval of a majority of the shareholders of the Company other

<PAGE>2

than the Major Shareholder (the "Public Shareholders"). Because the Major
Shareholder owns approximately 85% of the Company Stock and intends to vote
all of such shares in favor of the Merger Agreement, approval and adoption of
the Merger Agreement is assured. Nevertheless, the Company is holding the
Special Meeting because it is required to do so under Delaware law and proxies
are being solicited pursuant to the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY TO ENSURE
YOUR REPRESENTATION AT THE SPECIAL MEETING, WHETHER OR NOT YOU PLAN TO ATTEND.
YOUR PROXY MAY BE REVOKED BY YOU AT ANY TIME BEFORE IT IS VOTED AT THE SPECIAL
MEETING.

James E. Browne
Secretary

Wichita, Kansas
__________ __, 1995

PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY, WHETHER OR NOT
YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING

PLEASE DO NOT SEND IN ANY CERTIFICATES
FOR YOUR SHARES AT THIS TIME.

<PAGE>i

__________ __, 1995

ALASKA GOLD COMPANY
2959 N. Rock Road
Wichita, Kansas 67226
(316) 636-6316

_______________

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
_______________

INTRODUCTION

This Proxy Statement is being furnished to shareholders of Alaska
Gold Company, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board")
for use at the Company's Special Meeting of Shareholders to be held on
December __, 1995 and at any adjournment or postponement thereof (the "Special
Meeting").

Matters to be Considered at the Meeting

At the Special Meeting, shareholders will be asked to approve and
adopt the Agreement and Plan of Merger, dated as of September 1, 1995 (the
"Merger Agreement"), by and among the Company, Mueller Industries, Inc.
("Mueller" or the "Major Shareholder") and Mueller Acquisition Corporation
("Newco"), a Delaware corporation which is wholly owned by Mueller. The
Merger Agreement provides, by means of a merger (the "Merger") of Newco
with and into the Company, for the acquisition by the Company, for a
consideration of $0.25 in cash per share, without interest (the "Merger
Consideration"), of each share of the Company's Common Stock, par value $.10
per share (the "Company Stock"), outstanding at the effective time of the
Merger (the "Effective Time"), other than shares of the Company Stock held by
the Major Shareholder. The Major Shareholder, who owns all of Newco's
outstanding capital stock, owns approximately 85% of the Company Stock. In
connection with, but only in connection with, the consummation of the Merger,
the Major Shareholder will cancel, simultaneously with the consummation of the
Merger, the shares of Company Stock owned by it, and has waived its right to
receive the Merger Consideration. As a result of the Merger, the Company will
become wholly owned by the Major Shareholder. A copy of the Merger Agreement
is attached to this Proxy Statement as Annex A. The surviving corporation in
the Merger will be the Company. At the Effective Time, each share of Company
Stock outstanding immediately prior to the Effective Time (other than shares
of Company Stock held by the Major Shareholder) will be converted into the
right to receive

<PAGE>ii

the Merger Consideration in cash, without interest. See "Special Factors" and
"The Merger."

_____________________________

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS
OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
_____________________________

The date of this Proxy Statement, and the approximated date it will
be mailed to shareholders, is __________ __, 1995.

Voting at the Meeting

The Board has fixed the close of business on __________ __, 1995 as
the record date (the "Record Date") for determining the holders of Company
Stock entitled to notice of, and to vote at, the Special Meeting. As of the
Record Date, there were (i) 5,000,000 shares of Company Stock outstanding and
entitled to vote and approximately 3,722 holders of record of Company Stock.
The presence, in person or by properly executed proxy, of holders of a
majority of the outstanding shares of Company Stock is necessary to constitute
a quorum at the Special Meeting. Each shareholder is entitled to one vote for
each share of Company Stock held by such shareholder.

Under Delaware law, the affirmative vote of holders of a majority of
the outstanding shares of Company Stock entitled to vote at the Special
Meeting is required to approve the Merger. Because the Major Shareholder,
which owns approximately 85% of the Company Stock, intends to vote its shares
in favor of the Merger, approval and adoption of the Merger Agreement is
assured. Nevertheless, the Company is holding the Special Meeting because it
is required to do so under Delaware law, and proxies are being solicited
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder.

Appraisal Rights

Under Section 262 of the Delaware General Corporation Law ("DGCL"),
holders of record of shares of Company Stock who do not wish to accept the
Merger Consideration and who have neither voted in favor of the Merger nor
consented thereto in writing have the right to seek an appraisal of the fair
value of their shares in the Delaware Court of Chancery (the "Delaware
Court"). A vote in favor of the Merger or a consent thereto in writing
constitutes

<PAGE>iii

a waiver of such appraisal rights. See "SPECIAL FACTORS -- Appraisal Rights"
and Annex B.

Proxies

All shares of Company Stock represented at the Special Meeting by
properly executed proxies received prior to or at the Special Meeting, unless
such proxies previously have been revoked, will be voted at the Special
Meeting in accordance with the instructions on the proxies. IF NO SUCH
INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR THE APPROVAL OF THE
MERGER AGREEMENT. As noted under "Appraisal Rights," a vote FOR the approval
of the Merger will constitute a waiver of the appraisal rights associated with
the Company Stock. The Board does not know of any other matters which are to
come before the Special Meeting. If any other matters are properly presented
at the Special Meeting for action, the persons named in the enclosed form of
proxy and acting thereunder will have the discretion to vote on such matters
in accordance with their best judgment.

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
filing with the Secretary of the Company written notice of revocation bearing
a later date than the proxy, by duly executing and delivering to the Secretary
of the Company, at or prior to the Special Meeting, a subsequent proxy
relating to the same shares of Company Stock, or by attending the Special
Meeting and voting in person (although attendance at the Special Meeting will
not, by itself, constitute a revocation of proxy). Any written notice
revoking a proxy should be sent to Alaska Gold Company, 2959 N. Rock Road,
Wichita, Kansas 67226.

Proxies are being solicited by and on behalf of the Board. The
Company will bear the cost of preparing and mailing the proxy material
furnished to the Company's shareholders in connection with the Special
Meeting. Proxies will be solicited by mail. Directors, officers and
employees of the Company may also solicit proxies by telephone, telegram or
personal contact. Such persons will receive no additional compensation for
such services but may be reimbursed for out-of-pocket expenses in connection
with such solicitation. Copies of solicitation materials will be furnished to
fiduciaries, custodians and brokerage houses for forwarding to beneficial
owners of Company Stock held in the names of such fiduciaries, custodians and
brokerage houses.

All information contained in this Proxy Statement concerning Newco,
the Major Shareholder and the plans for Newco and the Company after the Merger
has been supplied by Newco. All other information contained in this Proxy
Statement has been supplied by the Company.

<PAGE>iv

Position of the Company's Board; Conflicts of Interest

The Board has determined that the acquisition of the Company Stock
pursuant to the Merger Agreement is in the best interests of the Company and
the Public Shareholders and has approved the Merger Agreement.

SHAREHOLDERS SHOULD BE AWARE THAT IN CONSIDERING THE MERGER, THE
TERMS OF THE MERGER WERE ESTABLISHED BY THE BOARD OF DIRECTORS OF NEWCO, AND
AGREED TO BY THE COMPANY, THAT THE BOARD OF THE COMPANY IS COMPRISED IN ITS
ENTIRETY OF DIRECTORS THAT ARE AFFILIATED WITH MUELLER, AND THAT THE TERMS OF
THE MERGER WERE NOT THE SUBJECT OF ARM'S-LENGTH NEGOTIATIONS AMONG ANY OF SUCH
ENTITIES. NEITHER MUELLER, THE COMPANY NOR ANY OF THEIR DIRECTORS RETAINED AN
UNAFFILIATED REPRESENTATIVE TO ACT SOLELY ON BEHALF OF THE PUBLIC SHAREHOLDERS
FOR THE PURPOSE OF NEGOTIATING THE TERMS OF THE MERGER OR PREPARING A REPORT
CONCERNING THE FAIRNESS OF THE MERGER. NEVERTHELESS, BASED UPON CAREFUL
CONSIDERATION OF ALL THE FACTORS DESCRIBED BELOW UNDER "SPECIAL FACTORS," THE
BOARD BELIEVES THAT THE TERMS OF THE MERGER ARE FAIR TO THE PUBLIC
SHAREHOLDERS. SEE "SPECIAL FACTORS" AND "INTEREST OF PERSONS IN THE MERGER,
CONFLICTS OF INTEREST" BELOW.

No person is authorized to give any information or make any
representation not contained in this Proxy Statement, and, if given or made,
such information or representation should not be relied upon as having been
authorized. The delivery of this Proxy Statement shall not, under any
circumstances, create any implication that there has been no change in the
information set forth herein or in the affairs of the Company or Newco since
the date hereof.

ADDITIONAL INFORMATION

Pursuant to the requirements of Section 13(e) of the Exchange Act
and Rule 13e-3 promulgated thereunder, the Company, as issuer of the class of
equity securities which is the subject of the Rule 13e-3 transaction, together
with Newco and Mueller, has filed with the Securities and Exchange Commission
(the "Commission") a Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") relating to the transactions contemplated by the Merger Agreement. As
permitted by the rules and regulations of the Commission, this Proxy Statement
omits information, exhibits and undertakings contained in the Schedule 13E-3.
Such additional information can be inspected at and obtained from the
Commission in the manner set forth below under "Available Information."

<PAGE>v

Statements contained herein concerning any documents are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Schedule 13E-3. Each such statement
is qualified in its entirety by such reference.

<PAGE>vi

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Exchange Act and, in accordance therewith, is required to file periodic
reports, proxy statements and other information with the Commission relating
to its business, financial statements and other matters. Such reports, proxy
statements and other information filed by the Company, as well as the
aforementioned Schedule 13E-3, may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and may be available at the Regional
Offices of the Commission located at 500 West Madison Avenue, Suite 1400,
Chicago, Illinois 60661, and Seven World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material can also be obtained from the
Commission at prescribed rates by addressing written requests for such copies
to the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549.

THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE
WITHOUT CHARGE UPON REQUEST FROM THE CORPORATE SECRETARY'S OFFICE, ALASKA GOLD
COMPANY, 2959 N. ROCK ROAD, WICHITA, KANSAS 67226, TELEPHONE NUMBER (316) 636-
6316. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD
BE MADE NO LATER THAN _________ __, 1995.

INFORMATION INCORPORATED BY REFERENCE

The following documents are incorporated by reference herein:

The Company's Annual Report on Form 10-K for the year ended December
31, 1994;

The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 1, 1995, July 1, 1995 and September 30, 1995; and

The Company's Current Report on Form 8-K filed with the Commission
on September 13, 1995.

All other documents filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act after December 31, 1994, and prior to the date of
this Proxy Statement, shall be deemed to be incorporated by reference herein.

Any statement contained in a document filed with the Commission
prior to the date hereof and incorporated by reference herein shall be deemed
to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any

<PAGE>vii

other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. The modifying or superseding
statement may, but need not, state that it has modified or superseded a prior
statement or include any other information set forth in the document that is
not so modified or superseded. The making of a modifying or superseding
statement shall not be deemed an admission that the modified or superseded
statement, when made, constituted an untrue statement of a material fact, an
omission to state a material fact necessary to make a statement not
misleading, or the employment of a manipulative, deceptive or fraudulent
device, contrivance, scheme, transaction, act, practice, course of business or
artifice to defraud, as those terms are used in the Securities Act of 1933, as
amended (the "Securities Act"), the Exchange Act or the rules and regulations
thereunder. Any statement so modified shall not be deemed in its unmodified
form to constitute a part hereof for purposes of the Exchange Act. Any
statement so superseded shall not be deemed to constitute a part hereof for
purposes of the Exchange Act.

<PAGE>viii

TABLE OF CONTENTS
Page

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Matters to be Considered at the Meeting . . . . . . . . . . . . . . i
Voting at the Meeting . . . . . . . . . . . . . . . . . . . . . . . ii
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
Position of the Company's Board; Conflicts of Interest . . . . . . . iv

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . iv

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . vi

INFORMATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . vi

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Required Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . 3
Recommendation of Board of Directors, Fairness of the Transaction . . 3
Other Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Purpose and Reasons for the Merger . . . . . . . . . . . . . . . . . . 4
Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Interests of Certain Persons in the Merger, Conflicts of Interest . . 5
Financing of the Merger . . . . . . . . . . . . . . . . . . . . . . . 6
Expenses of the Merger . . . . . . . . . . . . . . . . . . . . . . . . 6
Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . 7
Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . 7
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . 8
Certain Litigation Concerning the Proposed Merger . . . . . . . . . . 8
Business of the Company . . . . . . . . . . . . . . . . . . . . . . . 8
Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . 9
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Newco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SPECIAL FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . 11
Timing of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . 11
Proceedings of the Board, Fairness of the Transaction . . . . . . . . 11
Fairness of the Merger . . . . . . . . . . . . . . . . . . . . . . . . 12
Reports and Appraisals . . . . . . . . . . . . . . . . . . . . . . . . 15
Structure and Purpose of the Merger . . . . . . . . . . . . . . . . . 15
Alternatives to the Merger . . . . . . . . . . . . . . . . . . . . . . 16

<PAGE>ix

Certain Effects of the Merger . . . . . . . . . . . . . . . . . . . . 16
Interests of Certain Persons in the Merger, Conflicts of Interest . . 17
Certain Federal Income Tax Consequences of the Merger . . . . . . . . 18
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Financing of the Merger . . . . . . . . . . . . . . . . . . . . . . . 24
Expenses of the Merger . . . . . . . . . . . . . . . . . . . . . . . . 24
Certain Litigation Concerning the Proposed Merger . . . . . . . . . . 24

THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Required Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Payment for Shares of Company Stock . . . . . . . . . . . . . . . . . 25
Conditions to the Merger, Waiver . . . . . . . . . . . . . . . . . . . 27
Certain Covenants of the Company and Newco . . . . . . . . . . . . . . 28
Termination, Amendments . . . . . . . . . . . . . . . . . . . . . . . 28
No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . 29

CERTAIN INFORMATION REGARDING NEWCO, THE MAJOR SHAREHOLDER
AND THE SURVIVING CORPORATION . . . . . . . . . . . . . . . . . . . . . 29

DESCRIPTION OF COMPANY STOCK . . . . . . . . . . . . . . . . . . . . . . . 30

RECENT MARKET PRICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

BUSINESS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . 33
Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . 34
Management's Discussion and Analysis of Results of Operations and
Financial Condition . . . . . . . . . . . . . . . . . . . . . . . 35

BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . 41
Certain Transactions in Company Stock . . . . . . . . . . . . . . . . 41
Proxy Solicitation . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Current Information: Delisting and Deregistration . . . . . . . . . . 42
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . 42
Future Shareholder Proposals . . . . . . . . . . . . . . . . . . . . . 42
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . F-1

ANNEX A: AGREEMENT AND PLAN OF MERGER . . . . . . . . . . . . . . . . . A-1
ANNEX B: SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW . . . . . . B-1

<PAGE>1

SUMMARY

The following is a summary of information contained in this Proxy
Statement. This summary is not intended to be a complete statement of all
material features of the Merger and is qualified in its entirety by reference
to the more detailed information appearing elsewhere in this Proxy Statement,
including the Annexes attached hereto. Terms used but not defined in this
summary have the meanings ascribed to them elsewhere in this Proxy Statement.
Shareholders are urged to read this Proxy Statement and the Annexes hereto in
their entirety.

The Special Meeting

A Special Meeting of Shareholders of the Company will be held on
December __, 1995 at 9:00 a.m. local time, at 2959 N. Rock Road, 5th Floor
Conference Room, Wichita, Kansas 67226, to approve and adopt a proposal
recommended by the Board to approve the Merger Agreement, by and among the
Company, Newco and the Major Shareholder, which provides for the merger of
Newco with and into the Company. A copy of the Merger Agreement is attached
hereto as Annex A. See "Introduction."

The Merger

The Merger Agreement provides that, subject to the approval of the
Merger Agreement by the shareholders of the Company and satisfaction of other
conditions, Newco will be merged with and into the Company, and the Company
will be the surviving corporation and will become wholly owned by the Major
Shareholder. The Major Shareholder, who owns all of Newco's outstanding
capital stock, owns 4,250,027 shares or approximately 85% of the Company
Stock. Pursuant to the Merger Agreement, at the Effective Time, each share of
Company Stock outstanding, other than shares held by the Major Shareholder,
will be automatically converted into the right to receive the Merger
Consideration. The holders of such shares are referred to throughout this
Proxy Statement as the "Public Shareholders." In connection with, and only in
connection with, the consummation of the Merger, the Major Shareholder has
agreed to cancel, simultaneously with the consummation of the Merger, the
shares of Company Stock owned by it and has waived its right to receive the
Merger Consideration. After consummation of the Merger, the entire equity
interest in the Company will be beneficially owned by the Major Shareholder.
See "The Merger," "Special Factors -- Interests of Certain Persons in the
Merger, Conflicts of Interest" and "Special Factors -- Certain Effects of the
Merger."

Required Vote

Under Delaware law, the affirmative vote of the holders of a
majority of the shares of Company Stock voting at the Special Meeting is
required for approval of the Merger Agreement. Because the Major Shareholder,
which owns approximately 85% of the Company Stock, intends to vote its shares
in favor of the Merger, approval and adoption of the Merger Agreement is
assured. Nevertheless,

<PAGE>2

the Company is holding the Special Meeting because it is required to do so
under Delaware law and proxies are being solicited pursuant to the Exchange
Act and the rules and regulations promulgated thereunder.

Appraisal Rights

Under Section 262 of the DGCL, holders of record of shares of
Company Stock who do not wish to accept the Merger Consideration have the
right to seek an appraisal of the fair value of their shares of Company Stock
in the Delaware Court. Holders of Company Stock desiring to exercise their
appraisal rights under the DGCL are referred to herein as "Appraisal
Shareholders."

Each Appraisal Shareholder who has not voted in favor of the Merger
and who wishes to assert a right to appraisal must make a written demand to
the Company which reasonably informs the Company of the Appraisal
Shareholders' identity and his or her intention to demand an appraisal for his
or her shares of Company Stock. Failure to make such demand on or before
, 1995 will foreclose an Appraisal Shareholder's right to an appraisal.

Within 120 days after the Effective Time (the "120-Day Period"), any
Appraisal Shareholder who has properly demanded an appraisal and who has not
withdrawn his or her demand (such Appraisal Shareholders being hereinafter
referred to collectively as the "Dissenting Shareholders") and the Company
each has the right to file in the Delaware Court a petition (the "Petition")
demanding a determination of the fair value of the shares of Company Stock
(the "Dissenting Shares") held by all of the Dissenting Shareholders. If,
within the 120-Day Period, no Petition shall have been filed as provided
above, all rights to an appraisal will cease and all of the Dissenting
Shareholders will become entitled to receive the Merger Consideration, without
interest thereon after the Effective Time, with respect to such Dissenting
Shares. The Company is not obligated and does not intend to file a Petition.

Upon the filing of the Petition, service of a copy thereof is
required to be made upon the surviving corporation, which shall, within 20
days after such service, file in the office of the Register in Chancery in
which the Petition was filed, a duly verified list containing the names and
addresses of all Appraisal Shareholders. The Delaware Court may order that
notice of the time and place fixed for the hearing on the Petition be sent by
registered or certified mail to the surviving corporation and all of the
Dissenting Shareholders, and be published at least one week before the day of
the hearing in a newspaper of general circulation published in the City of
Wilmington, Delaware or in another publication determined by the Delaware
Court. If a

<PAGE>3

hearing on the Petition is held, the Delaware Court is empowered to determine
which Appraisal Shareholders have complied with the provisions of Section 262
of the DGCL and are entitled to an appraisal of their shares of Company Stock.
See "SPECIAL FACTORS -- Appraisal Rights" and Annex B.

The Effective Time

The Merger will become effective as of the filing of a Certificate
of Merger, consistent with the Merger Agreement, with the Secretary of State
of the State of Delaware (the "Effective Time"). The Merger will be
consummated only upon satisfaction or waiver, where permissible, of the terms
and conditions contained in the Merger Agreement and provided that the Merger
Agreement has not been terminated. If the Merger has not been consummated by
December 31, 1995, either the Company or Newco may terminate the Merger
Agreement so long as the reason that the Merger has not been consummated is
not due to the failure of the party choosing to terminate to fulfill any of
its obligations thereunder. No such waiver or termination will require the
vote or consent of the holders of Company Stock.

Background of the Merger

The terms of the Merger were established by the Board of Directors
of Newco and agreed to by the Company. The Board is comprised in its entirety
of directors who are affiliated with Mueller. The terms of the Merger were
not the subject of arm's-length negotiations among any of Newco, the Company
or Mueller and neither Mueller, the Company nor any of their directors
retained an unaffiliated representative to act solely on behalf of the Public
Shareholders for the purpose of negotiating the terms of the Merger or
preparing a report concerning the fairness of the Merger. For a description
of the factors considered in the determination of the Merger Consideration and
the fairness of the transaction, see "SPECIAL FACTORS -- Fairness of the
Merger." For a description of the events leading up to the approval of the
Merger Agreement, see "SPECIAL FACTORS -- Background of the Merger."

Recommendation of Board of Directors, Fairness of the Transaction

At a meeting held on September 1, 1995, the Board met to consider
the Merger and unanimously concluded that the Merger is fair to and in the
best interests of the Public Shareholders, approved and adopted the Merger
Agreement and directed that a proposal to approve and adopt the Merger and the
Merger Agreement be submitted to a vote of the Company's shareholders. For a
discussion of the factors considered by the Board in reaching their
determination, see "Special Factors -- Proceedings of the Board, Fairness of
the Transaction and -- Fairness of the Merger."

<PAGE>4

THE BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT. MEMBERS OF
THE BOARD HAVE CERTAIN INTERESTS WHICH MAY PRESENT THEM WITH CONFLICTS OF
INTEREST IN CONNECTION WITH THE MERGER. See "Special Factors -- Interest of
Certain Persons in the Merger, Conflicts of Interest."

Other Opinions

Neither the Company, Newco nor Mueller has received any report,
opinion or appraisal from an outside party which is materially related to the
Merger.

Purpose and Reasons for the Merger

The Company entered into the Merger Agreement because the Board
concluded that the terms of the Merger are fair to and in the best interests
of the Public Shareholders. Since its incorporation in 1975, the Company has
lost money in each year, with the exception of 1975 and 1985. Total profits
in those two years aggregated $3.1 million. In the other 18 years, the
Company's total losses aggregated over $100 million. In the time period 1976
to 1984, the Company lost $51.5 million. In the time period 1986 to 1994, the
Company has lost another $50.9 million. As of September 30, 1995, the Company
owed creditors more than $100 million. The vast majority of this debt is
currently due and payable. Included in this debt is $95 million of term loans
and advances from Mueller, plus an additional $4.9 million in notes payable to
Mueller. In 1990, prior to its delisting by the Pacific Stock Exchange, the
Company's Stock traded between $0.625 and $0.0625. Since 1990, the Company
has lost more than another $20 million and its stockholders' equity was a
negative $96.4 million at September 30, 1995.

Because of the consistency and magnitude of the Company's losses, the
Board considered it unlikely that the indebtedness owing to Mueller could be
repaid. As a result, the Board considered the terms of the Merger, in which
the Public Shareholders will receive the Merger Consideration, to be
preferable to filing for protection under the bankruptcy laws, in which event
it would be unlikely that the Public Shareholders would receive any
distribution with respect to their investment. In light of these factors, the
Board believed that the Merger could improve the Company's prospects for
viability because it would enable Mueller to realize the benefits and bear the
risks of complete ownership of the Company including the opportunity to (i)
facilitate inter-company activity between Mueller and the Company, (ii) permit
combinations of management and other resources of the Company and Mueller,
including, among other things, the consolidation of the Company's business and
operating structure with a view toward improving operations and reducing
expenses of the Company, (iii) enable the Company's management (or any

<PAGE>5

successors thereto) to devote itself to building long-term values for the
Company without the concern that such efforts may adversely affect short-term
results, and (iv) eliminate the need for the Company to comply with the
reporting requirements of the Exchange Act and to maintain separately audited
financial statements. See "Special Factors -- Proceedings of the Board,
Fairness of the Transaction, -- Structure and Purpose of the Merger and --
Certain Effects of the Merger."

The structure of the acquisition as a merger was determined by
Newco. The Merger has been structured as a merger of Newco and the Company in
order to effectuate the acquisition of all the outstanding shares of Company
Stock other than shares owned by the Major Shareholder, thereby transferring
the entire beneficial equity interest in the Company to the Major Shareholder.
The Merger has been structured as a merger of Newco into the Company, with the
Company as the surviving corporation, in order to preserve the Company's
corporate entity and existing contractual arrangements with third parties.
See "Special Factors -- Structure and Purpose of the Merger."

Outlook

The continued viability of the Company as a going concern is
dependent upon its ability to generate sufficient working capital through
future profitable operations and sales of assets, including land owned by the
Company, and to maintain or restructure its existing financing from Mueller in
a manner acceptable to both Mueller and the Company. The Board believed it
was unlikely that the Company would be able to repay all of its outstanding
obligations to Mueller. However, the Board believed that the Merger could
improve the Company's prospects for viability because it would facilitate
inter-company activity between Mueller and the Company, permit the
consolidation of the Company's business and operating structure with a view
toward improving operations and reducing expenses of the Company, and
eliminate the need for the Company to comply with the reporting requirements
of the Exchange Act and to maintain separately audited financial statements.

Interests of Certain Persons in the Merger, Conflicts of Interest

In considering the recommendation of the Board with respect to the
Merger, shareholders should be aware that members of the Company's management
and the Board have interests summarized below which present them with
conflicts of interest in connection with the Merger Agreement. The Board was
aware of these conflicts and considered them among the other matters described
under "Special Factors -- Background of the Merger" and "-- Proceedings of the
Board, Fairness of the Transaction." See

<PAGE>6

"Special Factors -- Interests of Certain Persons in the Merger, Conflicts of
Interest."

Ownership of the Company after the Merger. After the Merger, the
Major Shareholder will own all of the Company's outstanding capital stock.
See "Certain Information Regarding Newco, the Major Shareholder and the
Surviving Corporation."

Directors of the Company after the Merger. The Merger Agreement
provides that, after the Merger, the current directors of the Company will
remain in such capacities with the surviving corporation until their
successors are duly elected or appointed in accordance with applicable law.

Employment of Company's Employees. Newco has indicated that,
subsequent to the Merger, the current officers and employees of the Company
will remain in such capacities with the surviving corporation.

Indemnification of Directors and Officers. Under the Company's
existing Certificate of Incorporation, By-laws and certain indemnification
arrangements, and under currently effective officers' and directors' liability
insurance, the Company's officers and directors may have certain rights to
indemnification with respect to any litigation relating to the Merger. See
"Special Factors -- Proceedings of the Board, Fairness of the Transaction,"
and "The Merger -- Certain Covenants of the Company and Newco."

Financing of the Merger

Approximately $237,500 will be required in order to pay (i) the
holders of all outstanding shares of Company Stock, other than shares of
Company Stock held by the Major Shareholder, for their shares and (ii) the
expenses in connection with the Merger. Newco has represented to the Company
that it has sufficient cash to enable it to consummate the Merger and that it
will be funded with adequate cash before the Effective Time (except that the
Merger Consideration will be paid directly by the Major Shareholder).
Accordingly, financing is not a condition to the consummation of the Merger.
See "Special Factors -- Financing of the Merger."

Expenses of the Merger

Whether or not the Merger is consummated, Newco has agreed to (i)
assume all of the obligations of the Major Shareholder and any entity formed
by it incurred for purposes of completing the Merger, including Newco, and
including without limitation, indemnities, contribution, compensation and
expense reimbursements, and (ii) pay all reasonable attorneys' fees,

<PAGE>7

expenses and disbursements incurred in connection with the transactions
contemplated by the Merger Agreement. Notwithstanding the foregoing, Newco
will not assume any obligation to pay the Merger Consideration or any fees and
expenses if the Merger Agreement is terminated because of a material breach by
the Company of any of its representations, warranties or covenants under the
Merger Agreement. See "Special Factors -- Expenses of the Merger."

Conditions to the Merger

The obligations of the parties to consummate the Merger are subject
to the approval of the Merger Agreement by the shareholders of the Company,
and compliance with other covenants and conditions. See "The Merger --
Conditions to the Merger, Waiver" and "-- Certain Covenants of the Company and
Newco."

Exchange of Certificates

As soon as practicable following the Effective Time, a letter of
transmittal and instructions for use in surrendering certificates for Company
Stock in exchange for the Merger Consideration will be mailed to all
shareholders. Shareholders must return the completed letters of transmittal
and their certificates in accordance with the instructions in order to
exchange their certificates for the Merger Consideration to be received by
such shareholder.

At or promptly after the Effective Time, cash in an amount
sufficient to pay all shareholders the amounts to which they will become
entitled as a result of the Merger will be deposited with Continental Stock
Transfer & Trust Co. (the "Exchange Agent"). As soon as practicable after the
Effective Time, the Exchange Agent will commence distributing cash to each
shareholder (other than the Major Shareholder) upon the surrender by such
shareholder of stock certificates for Company Stock accompanied by a duly
executed letter of transmittal. After the Merger, each outstanding
certificate which prior thereto represented issued and outstanding shares of
Company Stock shall be deemed for all purposes to represent only the right of
the holder to receive $0.25 in cash, without interest, per share of Company
Stock (other than shares of Company Stock held by the Major Shareholder).

HOLDERS OF COMPANY STOCK SHOULD NOT FORWARD THEIR STOCK CERTIFICATES WITH THE
ENCLOSED PROXY CARD. TRANSMITTAL MATERIALS AND INSTRUCTIONS RELATING TO STOCK
CERTIFICATES WILL BE MAILED TO SHAREHOLDERS AS SOON AS PRACTICABLE AFTER THE
EFFECTIVE TIME. SEE "THE MERGER."

<PAGE>8

Federal Income Tax Consequences

Generally, if the Merger is consummated, each shareholder of record
at the Effective Time (other than the Major Shareholder) will be entitled to
receive cash for their shares and will recognize taxable gain or loss for
federal income tax purposes equal to the difference, if any, between the
amount of such cash received and the tax basis of the stock exchanged. Each
shareholder should consult such shareholder's tax adviser as to the particular
consequences of the Merger to such shareholder, including the application of
state, local and foreign tax laws. See "Special Factors -- Certain Federal
Income Tax Consequences of the Merger."

Certain Litigation Concerning the Proposed Merger

There is no litigation concerning the Merger.

Business of the Company

The Company mines placer gold in Nome, Alaska. See "Business of the
Company." The Company is incorporated in Delaware and its principal executive
offices are located at 2959 N. Rock Road, Wichita, Kansas 67226; telephone
number (316) 636-6316.

<PAGE>9

Selected Consolidated Financial Data

The following table sets forth selected historical financial
information for the Company for each of the five years in the period ended
December 31, 1994 and for the nine months ended September 30, 1995 and
September 24, 1994. The following information should be read in conjunction
with "Business of the Company -- Management's Discussion and Analysis of
Results of Operations and Financial Condition" and the Consolidated Financial
Statements and related Notes included elsewhere in this Proxy Statement.

ALASKA GOLD COMPANY
SELECTED FINANCIAL DATA

Nine Months Ended (In thousands, except share data)
----------------- Year Ended
----------

9/30/95 9/24/94 1994 1993 1992 1991 1990
------- ------- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C> <C>
Sales $3,542 $3,636 $5,537 $8,402 $6,712 $6,864 $8,444
Operating Income (381) (1,515) (1,612) 20 556 (15,516) (3,704)
(loss)
Net loss (2,535) (2,869) (3,505) (1,336) (747) (17,961) (9,225)
Net loss per (0.51) (0.57) (0.70) (0.27) (0.15) (3.59) (1.85)
share
Total assets 9,036 8,300 6,714 2,551 4,635 3,424 15,366
Accumulated (101,785) (98,614) (99,250) (95,745) (94,409) (93,662) (75,701)
deficit
Term loans and 95,016 91,011 91,334 88,296 89,106 85,609 82,747
advances
payable to
Mueller
Long-term debt 6,089 1,686 4,958 -- 7 7 26
Dividends per -- -- -- -- -- -- --
share
Book Value (19.278) (18.643) (18.771) (18.070) (17.802) (17.653) (14.061)
per share

</TABLE>

<PAGE>10

Dividends

The Company has never paid a cash dividend to its shareholders.
Pursuant to the DGCL, the Company is permitted to pay dividends only out of
its surplus as defined by such law or, if there is no such surplus, out of its
net profits for the fiscal year in which the dividend is declared and/or its
net profits for the preceding fiscal year (exclusive, in the case of the
Company, of any depletion). The Company has been prohibited by such law from
paying dividends.

Newco

Newco is a Delaware corporation organized by the Major
Shareholder on August 30, 1995 in connection with the Merger. The Major
Shareholder owns all of the capital stock of Newco. The sole director and
executive officer of Newco is William H. Hensley. Mr. Hensley's principal
occupation is to serve as Vice-President, General Counsel and Secretary of the
Major Shareholder. Prior to the Merger, Newco will not have any significant
assets or liabilities (other than rights and obligations related to the
Merger).

<PAGE>11

SPECIAL FACTORS

Background of the Merger

Following the meeting of the Board of Directors of the Major
Shareholder held on August 10, 1995, the Major Shareholder made a formal
proposal to the Company's Board of Directors to buy all of the Company Stock
not owned by it for a consideration of $.25 in cash for each outstanding share
(the "Proposal"). The Board determined that it would be appropriate to review
the advisability and fairness of the proposal to the Public Shareholders.

Timing of the Merger

The Merger is being undertaken at this time because if the Company
is unable to generate or obtain sufficient working capital, or if demand is
made for payment of the loans and advances made to it by Mueller, the Company
may be compelled to file for protection under the bankruptcy laws. In such an
event, it would be unlikely that the Public Shareholders would receive any
distribution with respect to their investment. In light of these factors, the
Board believed that the Merger could improve the Company's prospects for
viability because it would facilitate inter-company activity between Mueller
and the Company, permit combinations of management and other resources of the
Company and Mueller, including, among other things, the consolidation of the
Company's business and operating structure with a view toward improving
operations and reducing expenses of the Company, enable the Company's
management (or any successors thereto) to devote itself to building long-term
values for the Company without the concern that such efforts may adversely
affect short-term results, and eliminate the need for the Company to comply
with the reporting requirements of the Exchange Act and to maintain separately
audited financial statements. See "Special Factors -- Proceedings of the
Board, Fairness of the Transaction, -- Structure and Purpose of the Merger and
- -- Certain Effects of the Merger."

Proceedings of the Board, Fairness of the Transaction

Determinations of the Board of Directors of the Company, Mueller and
Newco

The Company. At a meeting held on September 1, 1995, the Board
unanimously determined that the terms of the Merger are fair to and in the
best interests of the Public Shareholders and approved the Merger Agreement.
The Merger Agreement was subsequently executed and delivered on September 1,
1995. See "SPECIAL FACTORS -- Fairness of the Merger."

<PAGE>12

The Company's Board of Directors. The Company's Board is comprised
of two directors, both of whom are affiliated with the Major Shareholder.
Gary L. Barker is a Director of the Company as well as its President and Chief
Operating Officer. Mr. Barker's principal occupation since April of 1991 has
been to serve as President of Arava Natural Resources Company, Inc., which is
a wholly owned subsidiary of the Major Shareholder. Richard W. Corman is a
Director of the Company as well as its Treasurer and Chief Financial Officer.
Since March of 1991, Mr. Corman has been employed by the Major Shareholder in
the capacity of Director of Corporate Accounting.

Mueller and Newco. At meetings held on August 10, 1995 and
September 5, 1995, the Board of Directors of Mueller and Newco, respectively,
unanimously determined that the terms of the Merger are fair to and in the
best interests of the Public Shareholders and approved the Merger Agreement.
The Merger Agreement was executed and delivered on September 1,
1995. See "SPECIAL FACTORS -- Fairness of the Merger, -- Structure and
Purpose of the Merger."

SHAREHOLDERS SHOULD BE AWARE THAT IN CONSIDERING THE MERGER, THE
TERMS OF THE MERGER WERE ESTABLISHED BY THE BOARD OF DIRECTORS OF NEWCO, AND
AGREED TO BY THE COMPANY, THAT THE BOARD OF THE COMPANY IS COMPRISED IN ITS
ENTIRETY OF DIRECTORS THAT ARE AFFILIATED WITH MUELLER, AND THAT THE TERMS OF
THE MERGER WERE NOT THE SUBJECT OF ARM'S-LENGTH NEGOTIATIONS AMONG ANY OF SUCH
ENTITIES. NEITHER MUELLER, NEWCO NOR THE COMPANY NOR ANY OF THEIR DIRECTORS
RETAINED AN UNAFFILIATED REPRESENTATIVE TO ACT SOLELY ON BEHALF OF THE PUBLIC
SHAREHOLDERS FOR THE PURPOSE OF NEGOTIATING THE TERMS OF THE MERGER OR
PREPARING A REPORT CONCERNING THE FAIRNESS OF THE MERGER. NEVERTHELESS, BASED
UPON CAREFUL CONSIDERATION OF ALL THE FACTORS DESCRIBED UNDER "SPECIAL
FACTORS", THE BOARD BELIEVES THAT THE TERMS OF THE MERGER ARE FAIR TO THE
PUBLIC SHAREHOLDERS. SEE "SPECIAL FACTORS" AND "INTEREST OF CERTAIN PERSONS
IN THE MERGER, CONFLICTS OF INTEREST" BELOW.

Fairness of the Merger

The Board concluded that the Merger is advisable and fair to the
Public Shareholders. In reaching this conclusion, the Board considered a
number of factors, all of which are discussed below, in light of the Board's
knowledge of and familiarity with the business, financial condition, results
of operations and prospects of the Company, as well as the industry it serves,
the risks associated with achieving its prospective operating results and
general economic and market conditions. In view of the wide variety of
factors considered in connection with its evaluation of the Merger, the Board
did not find it practicable to, and did not, quantify or otherwise attempt to
assign relative weights to the specific factors considered in reaching its
determination. The

<PAGE>13

Board considered each of the factors to be an integral basis of its
determination to recommend the Merger and was not able to assign relative
importance to any one factor over another factor.

In particular, the Board considered the following factors, each of
which supports the Board's fairness determination:

(a) The Company's overall financial condition.

- Since its incorporation in 1975, the Company has lost money in
each year, with the exception of 1975 and 1985. Total profits in those two
years aggregated $3.1 million. In the other 18 years, the Company's total
losses aggregated over $100 million. In the time period 1976 to 1984, the
Company lost $51.5 million. In the time period 1986 to 1994, the Company lost
another $50.9 million.

- As of September 30, 1995, the Company owed creditors more than
$100 million. The vast majority of this debt is currently due and payable.
Included in this debt is $95 million of term loans and advances from Mueller,
plus an additional $4.9 million in notes payable to Mueller.

- The Company's stockholders' deficit was $93.9 million at year end
1994.

Because of the consistency and magnitude of the Company's losses,
the Board considered it unlikely that the indebtedness owing to Mueller could
be repaid. As a result, the Board considered the terms of the Merger, in
which the Public Shareholders will receive the Merger Consideration, to be
preferable to filing for protection under the bankruptcy laws, in which event
it would be unlikely that the Public Shareholders would receive any
distribution with respect to their investment. In light of these factors, the
Board believed that the Merger could improve the Company's prospects for
viability because it would enable Mueller to realize the benefits and bear the
risks of complete ownership of the Company including the opportunity to (i)
facilitate inter-company activity between Mueller and the Company, (ii) permit
combinations of management and other resources of the Company and Mueller,
including, among other things, the consolidation of the Company's business and
operating structure with a view toward improving operations and reducing
expenses of the Company, (iii) enable the Company's management (or any
successors thereto) to devote itself to building long-term values for the
Company without the concern that such efforts may adversely affect short-term
results, and (iv) eliminate the need for the Company to comply with the
reporting requirements of the Exchange Act and to maintain separately audited
financial statements. See "Special Factors -- Proceedings of the Board,

<PAGE>14

Fairness of the Transaction, -- Structure and Purpose of the Merger and --
Certain Effects of the Merger."

(b) The relationship of the Merger Consideration to the actual and
projected financial results of the Company for 1994 and 1995, respectively,
are summarized as follows:

Alaska Gold Company
Summary of Actual and Projected
Results of Operations
(in thousands)

For the nine months ended For the year ended
September 30, 1995 December 31, 1994
------------------------- ------------------
Actual Projected Actual Projected
------ --------- ------ ---------
<S> <C> <C>

Net sales $3,542 $6,411 $5,537 $6,713
Operating income (loss) (381) 1,873 (1,612) (1,318)
Net loss before taxes (2,535) (690) (3,505) (3,419)
Assumption for projection
gold market price per
ounce, in dollars per ounce N/A 390 N/A 377

</TABLE>

(c) The relationship of the Merger Consideration to both the market
price of the Company Stock prior to the announcement of the Proposal, the
historical trading range for the Company Stock as well as the lack of
liquidity provided by the market for the Company Stock.

- In 1990, prior to its delisting by the Pacific Stock Exchange, the
Company's Stock traded between $0.625 and $0.0625. Since March 21, 1991, the
Company Stock traded, if at all, in the over-the-counter market as reported on
the National Daily Quotation Service "Pink Sheets." However, because of its
limited and sporadic market, the Company Stock is no longer listed in the Pink
Sheets. As a result, there is no established public trading market for the
Company Stock.

- The Board considered the Merger Consideration to be fair in
relation to the trading prices for the Company Stock referred to above which
pre-date the Company Stock's delisting by the Pacific Stock Exchange.
Moreover, the Board believed the Merger Consideration would exceed any
distribution made from the Company's bankruptcy estate in the event that the
Company filed for protection under the Bankruptcy Code. (As of November 21,
1995, the off-pink sheets bid and asked prices for the Company Stock were
$0.0625 and $0.3125, respectively.)

(d) Local economic conditions.

The Board considered the economic conditions in the locality of the Company's
land holdings and the demand for such land. Although the Company has
substantial land holdings in Alaska,

<PAGE>15

demand for such land is dependent upon local economic conditions. Land
sales, which have consisted primarily of small residential lots in the Nome
and Fairbanks areas, have been sporadic and thus may not be relied upon as a
consistent source of revenue for the Company.

(e) Other considerations.

- The Board also considered that to seek to maximize shareholder
value through a liquidation involved substantial uncertainty, expense and
delay, and, in any event, would most likely result in the cancellation of the
Company Stock for no consideration due to the significant amount of
outstanding debt owed by the Company.

- Due to the position of the Major Shareholder, which owns
approximately 85% of the Company Stock outstanding, the Board believed that it
would have been unable to solicit acquisition offers for the Company from
third parties. No other expressions of interest in acquiring the Company have
been received by the Company or the Major Shareholder.

Reports and Appraisals

Neither Mueller, the Company nor any of their respective directors
retained an unaffiliated representative to act solely on behalf of the Public
Shareholders for the purpose of negotiating the terms of the Merger or
preparing a report concerning the fairness of the Merger to the Public
Shareholders or received any report, opinion or appraisal from an outside
party in connection with the Merger.

Structure and Purpose of the Merger

The Merger is not structured to require the approval of a majority
of the Public Shareholders. In addition, neither Mueller, the Company nor any
of their respective directors retained an unaffiliated representative to act
solely on behalf of the Public Shareholders for the purpose of negotiating the
terms of the Merger or preparing a report concerning the fairness of the
Merger. While these factors could be viewed as unfavorable to a determination
of fairness, the Company believes, based upon the factors discussed above,
that the terms of the Merger are fair to the Public Shareholders.

The Merger has been structured as a merger of Newco and the Company
in order to effectuate the acquisition of all the outstanding shares of
Company Stock other than shares owned by the Major Shareholder, thereby
transferring the entire beneficial equity interest in the Company to the Major
Shareholder. The Merger has been structured as a merger of Newco into the
Company,

<PAGE>16

with the Company as the surviving corporation, in order to preserve the
Company's corporate entity and existing contractual arrangements with third
parties.

In addition to providing the Company the additional flexibility in
dealing with its assets that is inherent in a closely held Corporation, the
Major Shareholder believes that the Company would benefit from the reduction
in costs associated with the termination of the Company's obligations and
reporting requirements under the Securities laws. See "Special Factors --
Background of the Merger" and "-- Proceedings of the Board, Fairness of the
Transaction."

For all of the same reasons discussed above, each of Newco and the
Major Shareholder believes that the Merger is fair to the Public Shareholders.
Newco and the Major Shareholder did not attach relative weights to the factors
considered in reaching their conclusions. See "Special Factors -- Proceedings
of the Board, Fairness of the Transaction."

Alternatives to the Merger

The Board considered the following alternatives to the Merger: (i) an
exchange transaction whereby the Public Shareholders would receive shares of
common stock of Mueller in exchange for their Company Stock and (ii) filing
for protection under the bankruptcy laws.

Approximately 89% of the Public Shareholders own less than 100 shares of
Company Stock and approximately 45% of the Public Shareholders own less than
10 shares of Company Stock. Because of the disparity in value between the
Company Stock and Mueller's common stock, the Board determined that such a
transaction would result in the majority of the Public Shareholders receiving
cash in lieu of fractional Mueller shares. Moreover, because Mueller is a
publicly traded company, Public Shareholders interested in acquiring an equity
interest in Mueller could purchase shares in the public market. The Board
further determined that the Merger would be beneficial to the Public
Shareholders because in the event that the Company is compelled to file for
protection under the bankruptcy laws, it would be unlikely that the Public
Shareholders would receive any distribution with respect to their investment.

No alternatives were considered whereby the Public Shareholders
would maintain an equity interest in the Company.

Certain Effects of the Merger

If the proposed Merger is consummated, the present holders of the
Company Stock (other than the Major Shareholder)

<PAGE>17

will no longer have an equity interest in the Company. Instead, each holder
of Company Stock will have the right to receive $0.25 in cash, without
interest, for each such share held (other than shares held by the Major
Shareholder).

The Company would, as a result of the Merger, become a privately
held company. Company Stock would cease trading entirely, the registration of
Company Stock under the Exchange Act would terminate and the Company would
cease filing reports with the Commission. Moreover, the Company would be
relieved of the obligation to comply with the proxy rules of Regulation 14A
under Section 14 of the Exchange Act and its officers, directors and 10%
shareholders would be relieved of the reporting requirements and restrictions
on insider trading under Section 16 of the Exchange Act. Accordingly, less
information would be required to be made publicly available than presently is
the case.

Immediately after the Merger, all of the then outstanding Company
Stock would be owned by the Major Shareholder. The Company's total
stockholders' deficit at December 31, 1994 was $(93,853,000) and its net loss
for 1994 was $(3,505,000). Through its 85% ownership of the outstanding
Company Stock, the Major Shareholder's current interest in such total
stockholders' deficit and net loss is $(79,775,000) and $(2,979,250),
respectively. The Major Shareholder's interest will increase, as a result of
the Merger, to 100%. See "Special Factors -- Interests of Certain Persons in
the Merger, Conflicts of Interest" and "Certain Information Regarding Newco
and the Major Shareholder."

Interests of Certain Persons in the Merger, Conflicts of Interest

In considering the recommendation of the Board with respect to the
Merger, shareholders should be aware that members of the Company's management
and the Board as comprised have certain interests in the Merger which are
described below and which are in addition to, and may conflict with the
interests of shareholders generally in connection with, the Merger Agreement.
As described below, the directors of the Company are affiliated with the Major
Shareholder. Gary L. Barker is a Director of the Company as well as its
President and Chief Operating Officer. Mr. Barker's principal occupation
since April of 1991 has been to serve as President of Arava Natural Resources
Company, Inc., which is a wholly owned subsidiary of the Major Shareholder.
Richard W. Corman is a Director of the Company as well as its Treasurer and
Chief Financial Officer. Since March of 1991, Mr. Corman has been employed by
the Major Shareholder in the capacity of Director of Corporate Accounting.
The Board was aware of those conflicts and considered them among the other
matters described under "Special Factors -- Background of the Merger," "--
Proceedings of the Board, Fairness of the Transaction," and "-- Structure and
Purpose of the Merger." As of the date of this Proxy Statement, no

<PAGE>18

officer or director was the beneficial owner of any shares of Company Stock.
All of the Company's officers and directors as a group own less than 1% of
Mueller's outstanding common stock.

Nevertheless, based upon careful consideration of all of the factors
discussed in this Proxy Statement, the Board believes that the terms of the
Merger are fair to the Public Shareholders.

Ownership of the Company after the Merger. After consummation of
the Merger, the entire equity interest in the Company will be beneficially
owned by the Major Shareholder.

Directors of the Company after the Merger. The Merger Agreement
provides that after the Merger, the current directors of the Company will
remain in such capacities with the surviving corporation until successors are
duly elected or appointed in accordance with applicable law.

Employment of Company's Employees. Newco has indicated that,
subsequent to the Merger, the current officers and employees of the Company
will remain in such capacities with the surviving corporation.

Indemnification of Directors and Officers. Under the Company's
existing Certificate of Incorporation, By-Laws and applicable indemnification
agreements and under currently effective officers' and directors' liability
insurance, the Company's officers and directors may have rights to
indemnification with respect to any litigation relating to the Merger. See
"Special Factors -- Proceedings of the Board, Fairness of the Transaction" and
"The Merger -- Certain Covenants of the Company and Newco."

Certain Federal Income Tax Consequences of the Merger

The following is a brief description of the material federal income
tax consequences of the Merger. This summary contains general information and
does not address tax consequences that may be relevant to types of investors
subject to special treatment under the federal income tax laws (such as
dealers in securities, banks, insurance companies and foreign individuals and
entities). EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE

<PAGE>19

MERGER TO HIM OR HER, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE,
LOCAL AND FOREIGN TAX LAWS.

The exchange of shares of Company Stock for $0.25 per share in the
Merger will be a taxable transaction to Public Shareholders of Company Stock.
A Public Shareholder will recognize gain or loss under federal income tax laws
in an amount by which the proceeds received in exchange for such shares exceed
or are less than the holder's tax basis in the shares. If the shares were a
capital asset in the hands of the Public Shareholder, such gain or loss would
be capital rather than ordinary and, in such instances, would be long term if
the shares are considered to have been held more than one year and short term
if they are considered to have been held one year or less on the date of the
Merger. Currently, the maximum federal income tax rate on capital gains is
28% as opposed to 39.6% for ordinary income. Capital losses may be used to
offset capital gains. For individuals, any capital losses in excess of
capital gains may be used to offset income from other sources of up to $3,000
per year. Any remaining capital losses carry forward to future years, subject
to the same annual limits. For corporations, capital losses may only be used
to offset capital gains. Any unused capital losses may generally be carried
back for three years and carried forward five years.

The waiver by the Major Shareholder in connection with, and only in
connection with, the consummation of the Merger, of its right to receive the
Merger Consideration will not result in the recognition by it of taxable gain.

The consummation of the Merger will not result in the recognition by
the Company of taxable gain.

Under the backup withholding rules, unless an exemption applies
under the applicable law and regulations, the Exchange Agent will be required
to withhold, and will withhold, 39.6% of all cash payments made in exchange
for shares of Company Stock unless the shareholder or other payee provides his
tax identification number (social security number, in the case of an
individual, or employer identification number, in the case of a corporation)
and certifies that such number is correct. Each Public Shareholder and, if
applicable, each other payee should complete and sign the substitute Form W-9
to be included in the transmittal materials and instructions relating to stock
certificates to be mailed to Public Shareholders as soon as practicable after
the Effective Time, so as to provide the information and certification
necessary to avoid backup withholding, unless an applicable exemption exists
and is proved in a manner satisfactory to the Company and the Exchange Agent.

<PAGE>20

Appraisal Rights

The following is a summary of the provisions of Section 262 of the
DGCL relating to appraisal rights. Section 262 of the DGCL is reproduced in
its entirety as Annex B to this Proxy Statement, and this summary is qualified
in its entirety by reference to Annex B. Shareholders should read carefully
Annex B and, if they wish to exercise their rights to an appraisal, follow
carefully the procedures set forth therein. Any shareholders considering
demanding an appraisal are advised to consult legal counsel.

Under Section 262 of the DGCL, holders of record of shares of
Company Stock who do not wish to accept the Merger Consideration have the
right to seek an appraisal of the fair value of their shares of Company Stock
(the "Shares") in the Delaware Court. EACH SHAREHOLDER IS URGED TO READ
CAREFULLY THE MATERIALS CONTAINED IN THIS PROXY STATEMENT, INCLUDING ANNEX B,
AND THE OTHER MATERIALS INCORPORATED HEREIN IN MAKING A DETERMINATION WHETHER
TO ACCEPT THE MERGER CONSIDERATION OR TO SEEK AN APPRAISAL PURSUANT TO THE
DGCL. FAILURE TO COMPLY WITH THE PROCEDURES SET FORTH HEREIN OR IN THE DGCL
MAY RESULT IN A LOSS OF THEIR APPRAISAL RIGHTS. Shareholders desiring to
exercise their appraisal rights under the DGCL are referred to herein as
"Appraisal Shareholders."

Each Appraisal Shareholder who has not voted in favor of the Merger
and who wishes to assert a right to appraisal must, on or before ,
1995, make a written demand for the appraisal of his or her shares of Company
Stock to the Company at the address set forth below. Failure to make such
demand on or before , 1995 will foreclose an Appraisal Shareholder's
right to an appraisal. The demand must reasonably inform the Company of the
identity of the Appraisal Shareholder making the demand as well as the
intention of such Appraisal Shareholder to demand an appraisal of the fair
value of the shares of Company Stock held by such shareholder.

For purposes of making an appraisal demand, the address of the
Company is: Alaska Gold Company, 2959 N. Rock Road, Suite 500, Wichita,
Kansas 67226, Attention: President.

Only a holder of record of shares of Company Stock, or a person duly
authorized and explicitly purporting to act on the record holder's behalf, is
entitled to assert an appraisal right with respect to the shares of Company
Stock registered in the record holder's name. BENEFICIAL OWNERS WHO ARE NOT
RECORD HOLDERS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS ARE ADVISED TO
CONSULT PROMPTLY WITH THE APPROPRIATE RECORD HOLDERS AS TO THE TIMELY EXERCISE
OF APPRAISAL RIGHTS. A record holder, such as a broker, who holds shares of
Company Stock as a nominee for others

<PAGE>21

may exercise appraisal rights with respect to the shares of Company Stock held
for one or more beneficial owners, while not exercising such rights for other
beneficial owners. In such a case, the written demand should set forth the
number of shares of Company Stock as to which the demand is made. Where no
shares of Company Stock are expressly mentioned, the demand will be presumed
to cover all shares of Company Stock held in the name of such record holder.

A holder of shares of Company Stock held in "street name" who
desires an appraisal must take such actions as may be necessary to ensure that
a timely and proper demand for an appraisal is made by the record holder of
such shares of Company Stock. Shares of Company Stock held through brokerage
firms, banks and other financial institutions are frequently deposited with
and held of record in the name of a nominee of a central security depository.
Any holder of shares of Company Stock desiring an appraisal who held his or
her shares of Company Stock through a brokerage firm, bank or other financial
institution is responsible for ensuring that the demand for an appraisal is
made by the record holder. The Appraisal Shareholder should instruct such
firm, bank or institution that the demand for an appraisal must be made by the
record holder of the shares of Company Stock, which might be the nominee of a
central security depository if the shares of Company Stock have been so
deposited. As required by Section 262 of the DGCL, a demand for an appraisal
must reasonably inform the Company of the identity of the record holder (which
might be a nominee as described above) and of such holder's intention to seek
an appraisal of such shares of Company Stock.

A demand for an appraisal of shares of Company Stock owned of record
by two or more joint holders must identify and be signed by or for all of the
holders. A demand for an appraisal signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity must so identify the
persons signing the demand.

An appraisal demand may be withdrawn by an Appraisal Shareholder
within 60 days after the Effective Time, but thereafter the written approval
of the Company is needed for any such withdrawal. Upon withdrawal of an
appraisal demand, a holder of shares of Company Stock will be entitled to
receive the Merger Consideration. No interest will be paid on this amount.

Within 120 days after the Effective Time (the "120-Day Period"), any
Appraisal Shareholder who has properly demanded an appraisal and who has not
withdrawn his or her demand as provided above (such Appraisal Shareholders
being hereinafter referred to collectively as the "Dissenting Shareholders")
and the Company each has the right to file in the Delaware Court a petition
(the

<PAGE>22

"Petition") demanding a determination of the fair value of the dissenting
shares of Company Stock (the "Dissenting shares") held by all of the
Dissenting Shareholders. If, within the 120-Day Period, no Petition shall
have been filed as provided above, all rights to an appraisal will cease and
all of the Dissenting Shareholders will become entitled to receive the Merger
Consideration, without interest thereon after the Effective Time, with respect
to such Dissenting shares of Company Stock. The Company is not obligated and
does not intend to file such a Petition. Any Dissenting Shareholder is
entitled, pursuant to a written request to the Company made within the 120-Day
Period, to receive from the Company a statement setting forth the aggregate
number of shares of Company Stock with respect to which demands for appraisal
have been received and the aggregate number of Dissenting Shareholders.

Upon the filing of the Petition, service of a copy thereof is
required to be made upon the surviving corporation, which, within 20 days
after such service, must file in the office of the Register in Chancery in
which the Petition was filed, a duly verified list containing the names and
addresses of all Appraisal Shareholders. The Delaware Court may order that
notice of the time and place fixed for the hearing on the Petition be sent by
registered or certified mail to the surviving corporation and all of the
Dissenting Shareholders, and be published at least one week before the day of
the hearing in a newspaper of general circulation published in the City of
Wilmington, Delaware or in another publication determined by the Delaware
Court. The Delaware Court will approve the form of notice by mail and by
publication. The costs relating to these notices will be borne by the
Company. If a hearing on the Petition is held, the Delaware Court is
empowered to determine which Appraisal Shareholders have complied with the
provisions of Section 262 of the DGCL and are entitled to an appraisal of
their shares of Company Stock. The Delaware Court may require that Dissenting
Shareholders submit their stock certificates which had represented Shares of
Company Stock for notation thereon of the pendency of the appraisal
proceedings. The Delaware Court is empowered to dismiss the proceedings as to
any Dissenting Shareholder who does not comply with such requirement.
Accordingly, Dissenting Shareholders are cautioned to retain their stock
certificates pending resolution of the appraisal proceedings.

Dissenting Shares of Company Stock will be appraised by the Delaware
Court at their fair value as of the Effective Time, exclusive of any element
of value arising from the accomplishment or expectation of the Merger. The
value so determined for the shares of Company Stock could be equal to, more
than or less than the Merger Consideration, and could be based upon
considerations other than, or in addition to, the Merger Consideration, the
market value of the shares of Company Stock, asset values and

<PAGE>23

earning capacity. The Company reserves the right to assert in any appraisal
proceeding that the fair value of the shares of Company Stock as of the
Effective Time is less than the Merger Consideration.

In Weinberger v. UOP, Inc., et al. (decided February 1, 1983), the
Delaware Supreme Court stated, among other things, that "proof of value by any
techniques or methods which are generally considered acceptable in the
financial community and otherwise admissible in court" should be considered in
an appraisal proceeding, and that "fair price obviously requires consideration
of all relevant factors involving the value of a company..." The Delaware
Supreme Court stated that in making this determination of fair value the court
must consider market value, asset value, dividends, earnings prospects, the
nature of the enterprise and any other factors which could be ascertained as
of the date of the merger that shed any light on future prospects of the
merged corporation. The Delaware Supreme Court also held that "elements of
future value, including the nature of the enterprise, which are known or
susceptible of proof as of the date of the merger and not the product of
speculation, may be considered." In addition, the Delaware Supreme Court
stated in Weinberger that while ordinarily a stockholder's only monetary
remedy would be an appraisal, such remedy may not be adequate "in cases,
particularly where fraud, misrepresentation, self-dealing, deliberate waste of
corporate assets, or gross and palpable overreaching are involved," and that
in such cases the Delaware Court would be free to fashion any form of
appropriate relief.

The Delaware Court may also, on application, (i) determine a fair
rate of interest, simple or compound, if any, to be paid to Dissenting
Shareholders in addition to the value of the Dissenting Shares of Company
Stock for the period from the Effective Time to the date of payment, (ii)
assess costs among the parties as the Delaware Court deems equitable and (iii)
order all or a portion of the expenses incurred by any Dissenting Shareholder
in connection with the appraisal proceeding, including, without limitation,
reasonable attorney's fees and fees and expenses of experts, to be charged pro
rata against the value of all Dissenting Shares of Company Stock.
Determinations by the Delaware Court are subject to appellate review by the
Delaware Supreme Court.

Dissenting Shareholders are generally permitted to participate in
the appraisal proceedings. No appraisal proceeding in the Delaware Court
shall be dismissed as to any Dissenting Shareholder without the approval of
the Delaware Court, and this approval may be conditioned upon terms which the
Delaware Court deems just.

<PAGE>24

From and after the Effective Time, Dissenting Shareholders will not
be entitled to vote their shares of Company Stock for any purpose and will not
be entitled to receive payment of dividends or other distributions in respect
of such shares of Company Stock payable to shareholders of record thereafter.

Financing of the Merger

Approximately $237,500 will be required in order to pay (i) the
holders of all outstanding shares of Company Stock, other than shares of
Company Stock held by the Major Shareholder, for their shares of Company Stock
and (ii) the expenses in connection with the Merger. Newco has represented to
the Company that it has sufficient cash to enable it to consummate the Merger
and that it will be funded with adequate cash before the Effective Time
(except that the Merger Consideration will be paid directly by the Major
Shareholder). Accordingly, financing is not a condition to the consummation
of the Merger.

Expenses of the Merger

Expense Item Estimated Amount
------------ ----------------

Merger Consideration $ 187,500
Printing and Mailing Costs 10,000
Legal and Accounting Fees and Expenses 40,000
-------
$ 237,500

Certain Litigation Concerning the Proposed Merger

There is no litigation concerning the Merger.

THE MERGER

General

The Merger Agreement provides that, subject to the adoption of the
Merger Agreement by the shareholders of the Company and compliance with
certain other covenants and conditions, Newco will be merged with and into the
Company and the Company will be the surviving corporation, with the Major
Shareholder constituting its sole shareholder. All material terms of the
Merger Agreement have been disclosed in the body of this Proxy Statement. All
references to the terms and conditions of the Merger Agreement in this Proxy
Statement are qualified in their entirety by reference to the Merger
Agreement, a copy of which is attached hereto as Annex A.

<PAGE>25

At the Effective Time, each outstanding share of Company Stock
(other than shares of Company Stock held by the Major Shareholder) will be
converted into the right to receive $0.25 in cash, without interest. In
connection with, and only in connection with, the consummation of the Merger,
the Major Shareholder is waiving its right to receive any consideration in
exchange for the Company Stock owned by it.

Required Vote

The presence, in person or by properly executed proxy, of the
holders of a majority of the outstanding shares of Company Stock is necessary
to constitute a quorum at the Special Meeting. Each shareholder is entitled
to one vote for each share of Company Stock held by such shareholder. Under
Delaware law, the affirmative vote of holders of a majority of the shares of
outstanding Company Stock entitled to vote at the Special Meeting is required
to approve the Merger. For purposes of this vote, abstentions will be counted
as shares of Company Stock voted, while broker non-votes will not be so
counted. The Merger does not require the approval of a majority of the Public
Shareholders of the Company. Because the Major Shareholder, which holds
approximately 85% of the Company Stock, intends to vote its shares of Company
Stock in favor of the Merger, approval and adoption of the Merger Agreement is
assured. Nevertheless, the Company is holding the Special Meeting because it
is required to do so under Delaware law and proxies are being solicited
pursuant to the Exchange Act and the rules and regulations promulgated
thereunder.

Effective Time

The Merger will become effective by filing a Certificate of Merger,
consistent with the Merger Agreement, with the Secretary of State of Delaware.
The Merger will be consummated only upon satisfaction or waiver, where
permissible, of the terms and conditions of the Merger Agreement and provided
that the Merger Agreement has not been terminated. If the Merger has not been
consummated by December 31, 1995, either the Company or Newco may terminate
the Merger Agreement so long as the reason that the Merger has not been
consummated is not due to the failure of the party choosing to terminate to
fulfill any of its obligations thereunder. No such waiver or termination will
require the vote or consent of the holders of Company Stock.

Payment for Shares of Company Stock

In order to receive the cash to which Public Shareholders will be
entitled to as a result of the Merger, each holder of certificates
representing shares of Company Stock will be required to surrender such
holder's stock certificate or certificates, together with a duly executed
letter of transmittal,

<PAGE>26

to the Exchange Agent. Upon receipt of such certificate or certificates
together with a duly executed letter of transmittal, the Exchange Agent will
issue a check or draft to the person or persons entitled thereto in an amount
equal to $0.25 for each share of Company Stock represented by such stock
certificate or certificates. If any payment for shares of Company Stock is to
be made in a name other than that in which the certificates for such shares of
Company Stock surrendered for payment are registered on the stock transfer
books of the Company as of the Effective Time, certificates so surrendered
must be properly endorsed or otherwise in proper form for transfer and the
person requesting such payment must pay to the Exchange Agent any transfer or
other taxes required by reason of the payment to a person other than the
registered owner of the certificate or certificates surrendered or shall
establish to the satisfaction of the Exchange Agent that such tax has been
paid or is not applicable. No interest will be paid or accrued on amounts
payable upon the surrender of any stock certificate.

Instructions with regard to the surrender of certificates, together
with a letter of transmittal to be used for this purpose, will be mailed to
shareholders as promptly as practicable after the Effective Time. It also is
expected that letters of transmittal will be available at the office of the
Exchange Agent no later than the first business day following the Effective
Time. Shareholders should surrender certificates for shares of Company Stock
only with a letter of transmittal.

SHAREHOLDERS SHOULD NOT SEND IN ANY STOCK CERTIFICATES WITH THE
ENCLOSED PROXY CARD

<PAGE>27

Conditions to the Merger, Waiver

The respective obligations of Newco and the Company to consummate
the Merger are subject to the satisfaction or waiver, on or before the
Effective Time, of the conditions that (a) the approval of the Merger and the
Merger Agreement at the Special Meeting by the affirmative vote of the holders
of a majority of the outstanding shares of Company Stock entitled to vote at
the Special Meeting, (b) any waiting period applicable to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "Hart-Scott-Rodino
Act") shall have terminated or expired, (c) the absence of any statute, rule
or regulation which makes consummation of the Merger illegal or otherwise
prohibited or any order, decree, injunction or judgment enjoining the
consummation of the Merger and (d) the receipt of an opinion of counsel of the
Company, in form and substance reasonably satisfactory to the Company and
Newco, as to the validity of the Merger under Delaware Law.

The obligations of Newco to consummate the Merger are subject to the
satisfaction or waiver, on or before the Effective Time, of the additional
conditions that (a) the representations and warranties of the Company
contained in the Merger Agreement and in any certificate or other writing
delivered by the Company pursuant thereto shall be true and correct in all
material respects at and as of the Effective Time as if made at and as of such
time; (b) the Company shall have performed and complied in all material
respects with each obligation, agreement and covenant to be performed by and
complied with by it under the Merger Agreement at or prior to the Effective
Time; (c) receipt by Newco of a certificate signed by an executive officer of
the Company to the effect set forth in clauses (a) and (b) of this Paragraph;
(d) the holders of not more than 5% of the outstanding shares of Company Stock
shall have exercised their appraisal rights in the Merger in accordance with
Delaware Law; and (e) no action or proceeding shall have been commenced or
threatened for the purpose of obtaining an injunction, order or damages before
any court or governmental agency or other regulatory or administrative agency
or commission, domestic or foreign, which Newco shall on advice of counsel
reasonably determine would (1) result in the imposition of material
limitations on the ability of the Company or Newco effectively to consummate
the Merger, (2) have the effect of rendering the Merger violative of any
applicable law, or (3) have a material adverse effect on the business, assets
or financial condition of the surviving corporation.

The obligations of the Company to consummate the Merger are subject
to the satisfaction or waiver, on or before the Effective Time, of the
additional conditions that (a) the representations and warranties of Newco
contained in the Merger Agreement and in any certificate or other writing
delivered by

<PAGE>28

Newco pursuant thereto shall be true and correct in all material respects as
of the Effective Time as if made at and as of such time (other than any
inaccuracies in such representations or warranties that are attributable to
the Company); (b) Newco shall have performed in all material respects all of
its obligations to be performed and complied with by it under the Merger
Agreement at or prior to the Effective Time; (c) receipt by the Company of a
certificate signed by an executive officer of Newco to the effect set forth in
clauses (a) and (b) of this Paragraph; and (d) no action or proceeding shall
have been commenced or threatened for the purpose of obtaining an injunction,
order or damages before any court or governmental agency or other regulatory
or administrative agency or commission, domestic or foreign, which the Company
shall on advice of counsel reasonably determine would (1) result in the
imposition of material limitations on the ability of the Company or Newco
effectively to consummate the Merger, (2) have the effect of rendering the
Merger violative of any applicable law, or (3) have a material adverse effect
on the business, assets or financial condition of the surviving corporation.

Certain Covenants of the Company and Newco

Vote. The Company has agreed, in accordance with applicable law, to
use its best efforts to solicit from its shareholders proxies in favor of the
approval of the Merger and the Merger Agreement.

Payment of Expenses. Whether or not the Merger is consummated,
Newco has agreed to (i) assume all of the obligations of the Major Shareholder
and any entity formed by it for purposes of completing the Merger, including
Newco, including without limitation, indemnities, contribution, compensation
and expense reimbursements, and (ii) pay all reasonable attorneys' fees,
expenses and disbursements incurred in connection with the transactions
contemplated by the Merger Agreement. Notwithstanding the foregoing, Newco
will not assume any obligation to pay the Merger Consideration or any fees and
expenses if the Merger Agreement is terminated because of a material breach by
the Company of any of its respective representations, warranties or covenants
under the Merger Agreement.

Termination, Amendments

The Merger Agreement may be terminated before the Effective Time (a)
by the mutual consent of the Boards of Directors of Newco and the Company, or
(b) by either the Board of Directors of Newco or the Company if the Merger
shall not have been consummated on or before December 31, 1995; provided,
however, that neither party may terminate the Merger Agreement

<PAGE>29

pursuant to clause (b) if the failure of such party to fulfill any of its
obligations under the Merger Agreement shall have been the reason the Merger
shall not have been consummated on or before said date.

Subject to applicable law, the Merger Agreement may be amended,
modified and supplemented by the mutual consent of the Company and Newco (as
authorized by each Board of Directors) at any time prior to the Effective
Time.

No Third Party Beneficiaries

The Merger is being consummated expressly and solely for the benefit
of the parties thereto and no other person is entitled or shall be deemed to
be entitled to any benefits or rights thereunder, nor shall be authorized or
entitled to enforce any rights, claims or remedies thereunder.

CERTAIN INFORMATION REGARDING NEWCO, THE MAJOR SHAREHOLDER
AND THE SURVIVING CORPORATION

Newco is a Delaware corporation organized on August 30, 1995 in
connection with the Merger. Newco's principal offices are located at 2959 N.
Rock Road, Wichita, Kansas 67226. The Major Shareholder is the sole
shareholder of Newco. The sole director and executive officer of Newco is
William H. Hensley. Mr. Hensley's principal occupation is to serve as Vice-
President, General Counsel and Secretary of the Major Shareholder.

Prior to the Merger, Newco will not have any significant assets or
liabilities (other than its rights and obligations in connection with the
Merger Agreement) and will not engage in any activities other than those
incident to its formation and the transactions contemplated by the Merger
Agreement. At the date of this Proxy Statement, the authorized capital stock
of Newco consists of 1,000 shares of common stock, $.01 par value per share,
all of which are issued and outstanding and owned by the Major Shareholder.

The Major Shareholder, as the sole shareholder of Newco, and the
Board of Directors of Newco, have approved and adopted the Merger Agreement.

The Major Shareholder owns approximately 85% of the Company Stock.

Pursuant to the Merger Agreement, the Company will be the surviving
corporation in the Merger under the laws of Delaware. The Certificate of
Incorporation and By-Laws of the Company as in effect immediately prior to the
Effective Time will be the surviving corporation's Certificate of
Incorporation and

<PAGE>30

By-Laws. The directors of the Company immediately prior to the Effective Time
will be the directors of the surviving corporation and the officers of the
Company immediately prior to the Effective Time will be the officers of the
surviving corporation. The surviving corporation will be wholly owned by the
Major Shareholder.

DESCRIPTION OF COMPANY STOCK

Common Stock. Of the 10,000,000 shares of Common Stock, $.10 par
value, which the Company is authorized to issue, 5,000,000 shares were, as of
July 1, 1995, outstanding and held by approximately 3,722 shareholders of
record.

Holders of Company Stock are entitled to one vote per share on all
matters to be voted upon by the shareholders. Holders of Company Stock are
entitled to receive such dividends as may be declared from time to time by the
Board out of funds legally available therefor. In the event of liquidation,
dissolution or winding up of the Company, the holders of Company Stock are
entitled to share ratably in all assets remaining after payment of
liabilities, have no preemptive or conversion rights and are not subject to
further call or assessment by the Company. There are no redemption or sinking
fund provisions applicable to the Company Stock. The Company Stock currently
outstanding is validly issued, fully paid and nonassessable.

The following table sets forth, from fiscal 1991 through September
30, 1995, the high and low sales prices for the Company Stock. Bid prices
represent quotations by dealers making a market in the Company Stock and
reflect inter-dealer prices without adjustments for mark-ups, mark-downs or
commissions and may not necessarily represent actual transactions in the
Company Stock. Quarters that are marked in the table with an asterisk(*)
indicate quarters that were not priced in the Pink Sheets due to an absence of
transactions in the Company Stock.

<PAGE>31

RECENT MARKET PRICES

High Low
---- ---
<S> <C> <C>
1991
First Quarter to 1/2 1/16
March 21
First Quarter after * *
March 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *

1992
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *

1993
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *

1994
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *

1995
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * *

</TABLE>

As of November 21, 1995, the off-pink sheets bid and asked prices
for the Company Stock were $.0625 and $.3125, respectively. Since March 21,
1991, the Company Stock has not been priced in the Pink Sheets due to
inactivity.

Dividends

The Company has never paid a cash dividend to its shareholders.
Pursuant to the to DGCL, the Company is permitted to pay dividends only out of
its surplus as defined by such law or, if there is no such surplus, out of its
net profits for the fiscal year in which the dividend is declared and/or its
net profits for the preceding fiscal year (exclusive, in the case of the
Company, of any depletion). The Company has been prohibited by such law from
paying dividends.

<PAGE>32

BUSINESS OF THE COMPANY

Overview

The Company mines placer gold in Nome, Alaska. Historically,
operations have been conducted using floating, bucket-line dredges. The
Company expects limited dredge operations in 1995. The Company produced
14,173 net ounces of gold in 1994, 22,440 net ounces of gold in 1993, 17,965
net ounces of gold in 1992, 19,016 net ounces of gold in 1991, and 20,771 net
ounces of gold in 1990, at a net production cost of $376 per ounce in 1994,
$280 per ounce in 1993, $306 per ounce in 1992, $407 per ounce in 1991, and
$415 per ounce in 1990.

Properties consist of approximately 14,500 acres in and adjacent to
Nome. In addition, the Company owns or has patented claims on approximately
10,400 acres in the Fairbanks, Alaska area and approximately 3,000 acres in
the Hogatza, Alaska area.

During 1992-93, the Company undertook a pilot project to evaluate
open pit mining in the Nome area. Under this method of mining, pay gravel is
removed during the winter months when the ground is frozen. It is then
processed the following summer after natural thawing has occurred. The
results of the initial project were inconclusive. Consequently, the Company
conducted a second test pit during the 1993-94 winter. Processing of the
stock piled pay gravel from this pilot project confirmed that this method of
mining is viable. The Company plans to move approximately 1.5 million cubic
yards of dirt in 1995, about three times as much as during 1994. Based on the
results of past exploratory drilling, the Company believes there may be
various areas available on its properties to sustain open pit mining for ten
years.

<PAGE>33

Transactions with Affiliates

Alaska Gold Company
Transactions With Affiliates

Nine-months Twelve-months
----------- -------------

1995 1994 1993
---- ---- ----

<S> <C> <C> <C>
Produced gold sold to Mueller $ - $ 5,309,000 $ -
Gold received as royalties, sold to Mueller 505,000 - -

Management fees paid to Mueller 165,000 235,000 163,000

Management fees paid to Arava 73,800 87,000 108,000
Reimbursements to Mueller for Audit fees, Legal 216,000 321,000 246,000
fees, Insurance, etc.

Interest expense on borrowings from Mueller 3,332,000 3,496,000 2,396,000
Interest payments to Mueller $ 259,000 $ 230,000 $3,207,000

September 30, 1995 December 31, 1994 December 25, 1993
------------------ ----------------- -----------------
Accounts receivable-due on demand from Arava $ 183,000 $ 191,000 $ 200,000

Term loans and advances payable to Mueller, due
on demand with interest on principal only at
the London Interbank Offering Rate plus .75
percent 95,016,000 91,334,000 88,296,000

Notes payable to Mueller, due December 31,
2001:

7% Note dated February 28, 1994 2,000,000 2,000,000 -

8.75% Note dated May 27, 1994 600,000 600,000 -

8.75% Note dated August 4, 1994 800,000 800,000 -
8.75% Note dated April 3, 1995 600,000 - -

8.75% Note dated April 28, 1995 900,000 - -
Total notes payable to Mueller $ 4,900,000 $ 3,400,000 $ -

</TABLE>

<PAGE>34

Selected Consolidated Financial Data

<PAGE>35

SELECTED FINANCIAL DATA

Nine Months Ended (In thousands, except share data)
----------------------- Year Ended
-------------------------------------------------------------------

9/30/95 9/24/94 1994 1993 1992 1991 1990
------- ------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Sales $3,542 $3,636 $5,537 $8,402 $6,712 $6,864 $8,444
Operating Income (381) (1,515) (1,612) 20 556 (15,516) (3,704)
(loss)
Net loss (2,535) (2,869) (3,505) (1,336) (747) (17,961) (9,225)
Net loss per (0.51) (0.57) (0.70) (0.27) (0.15) (3.59) (1.85)
share
Total assets 9,036 8,300 6,714 2,551 4,635 3,424 15,366
Accumulated (101,785) (98,614) (99,250) (95,745) (94,409) (93,662) (75,701)
deficit
Term loans and 95,016 91,011 91,334 88,296 89,106 85,609 82,747
advances
payable to
Mueller
Long-term debt 6,089 1,686 4,958 -- 7 7 26
Dividends per -- -- -- -- -- -- --
share

</TABLE>

Management's Discussion and Analysis of Results of Operations and Financial
Condition

Responsibility for Financial Statements

Management has prepared and is responsible for the consolidated
financial statements and related financial information included in this Proxy
Statement. These financial statements were prepared in accordance with
generally accepted accounting principles which are consistently applied and
appropriate in the circumstances. The statements necessarily include amounts
based on management's best judgment and estimates.

The Company maintains accounting and other control systems,
including internal audits of its operations, to provide reasonable assurance
that assets are safeguarded and that the books and records reflect the
authorized transactions of the Company. Underlying the concept of reasonable
assurance is the premise that the cost of control should not exceed the
benefit. Management believes that the Company's accounting and other control
systems appropriately recognize this cost/benefit relationship.

The Company's independent accountants, Ernst & Young LLP, provide an
independent objective assessment of the degree to which management meets its
responsibility for fairness in financial reporting. They evaluate the
Company's system of internal accounting control in determining the nature and
extent

<PAGE>36

of audit tests and perform such tests and other procedures as they deem
necessary to reach and express an opinion on the financial statements. The
report of Ernst & Young LLP appears on page F-2.

The Board is responsible for reviewing and monitoring the Company's
financial reports and accounting practices. The Board meets to discuss audit
and financial reporting matters with representatives of management and the
independent accountants. The independent accountants have direct access to
the Board.

Performance in 1994 Compared to 1993

The Company's total sales decreased to $5,537,000 in 1994 from
$8,402,000 in 1993. This decrease was attributable to a 37 percent decrease
in gold production to 14,173 ounces in 1994 from 22,440 in 1993, offset by a 3
percent increase in the average selling price of gold to $386 per ounce in
1994 from $376 per ounce in 1993. The decrease in gold production was
attributable to: (a) operation of the dredges in areas of marginal yield, (b)
cessation of operations of Dredge 6 and (c) obtaining lesser yields from open
pit operations in 1994 compared to 1993.

Cost of sales decreased to $6,332,000 in 1994 compared to $7,570,000
in 1993. This decrease was also attributable to decreased gold production.
However, production costs increased to $376 per ounce in 1994 compared to $280
per ounce in 1993. This increase was principally due to declining yields in
the areas dredged in 1994 compared to 1993. General and administrative
expenses of $817,000 in 1994 remained consistent compared to $812,000 in 1993.

Interest expense increased to $3,549,000 in 1994 from $2,398,000 in
1993, due to increases in interest rates and additional borrowings. The rate
charged on the Company's term loans and advances from Mueller is based on the
London Interbank Offering Rate ("LIBOR") plus .75 percent. At December 31,
1994, the rate charged by Mueller on term loans and advances was 6.89 percent
compared to 3.98 percent at December 25, 1993. Interest rates on additional
borrowings made in 1994 ranged from 7 percent to 8.75 percent.

The Company received other income of $1,656,000 in 1994 compared to
$1,042,000 in 1993. This increase was principally due to sales of land,
including recognition of profit of $503,000 on a land sale previously deferred
pending remediation of the site.

Performance in 1993 Compared to 1992

The Company's total sales increased to $8,402,000 in 1993 from
$6,712,000 in 1992. This increase was attributable to:

<PAGE>37

(a) a 25 percent increase in gold production to 22,440 ounces in 1993 from
17,965 in 1992 and (b) a 9 percent increase in the average selling price of
gold to $376 per ounce in 1993 from $345 per ounce in 1992. Gold production
from dredging operations in 1993 remained consistent with 1992. The increase
in ounces produced was attributable to the open pit project which yielded
4,910 ounces.

Cost of sales increased to $7,570,000 in 1993 compared to $4,768,000
in 1992. Costs associated with the increase in production related to open pit
operations were responsible for the increase. In addition, the Company
incurred a $240,000 charge upon the cancellation of purchase commitments for
equipment related to open pit operations.

General and administrative expenses increased to $812,000 in 1993
compared to $755,000 in 1992. This increase was principally due to increases
in management fees.

The Company recorded charges for restructuring of $633,000 in 1992
in anticipation of abandoning dredge operations. No additional charges were
provided in 1993.

Interest expense decreased to $2,398,000 in 1993 from $2,790,000 in
1992, due to a decrease in the interest rate. At December 25, 1993, the rate
charged by Mueller was 3.98 percent compared to 4.06 percent at December 26,
1992.

The Company received other income of $1,042,000 in 1993 compared to
$1,487,000 in 1992. The reduction in other income was due to a decrease in
royalty income.

Liquidity and Capital Resources

The Company's working capital requirements are subject to
significant fluctuations because of the seasonal nature of operations,
operating costs and the operating cycle of open pit mining. Total aggregate
operating costs during the first nine months of 1995 were approximately $5.0
million.

The Company's principal sources of funds are: (a) gold sales, (b)
land sales, (c) gravel sales, and (d) royalties. Due to the inherent
uncertainties of mineral extraction combined with fluctuations of gold prices
which are subject to worldwide factors, the Company cannot reasonably predict
the amount of cash realizable from the above-mentioned sources.

At December 31, 1994, the Company was indebted to Mueller for
$94,734,000 in notes, term loans and advances, including interest of
$30,812,000. Payment of term loans, advances and interest totaling
$91,334,000 are due on demand. The

<PAGE>38

Company does not expect to be able to generate sufficient funds from
operations to repay such advances or such term loans. Mueller has provided no
assurances that it will not demand payment. To date, Mueller has not
discussed circumstances whereby it would demand payment on the credit
facilities. Moreover, Mueller has given no indication of "capping" advances
to the Company other than declining to guarantee that such advances will be
made.

During 1994, Mueller advanced additional funds to the Company in the
form of three separate notes totaling $3,400,000. Principal on each of the
notes is due December 31, 2001. The notes are secured by interest in
substantially all assets of the Company. In addition, the Company borrowed
$2,161,000 from a bank to purchase equipment used in open pit mining
operations. This note is payable in quarterly installments of principal and
interest through September, 1998. The note is secured by the equipment
purchased with proceeds. The note is also guaranteed by Mueller. Mueller's
guarantee is secured by a security interest in substantially all assets of the
Company. During the first nine months of 1995, the Company borrowed an
additional $1,500,000 from Mueller (the "Notes"). The Notes include interest
at eight and three-quarters percent (8.75%) per annum payable quarterly
beginning June 30, 1995. Principal on the Notes is due December 21, 2001.
The Notes are secured by an interest in substantially all assets of the
Company. Subsequent to the end of the third quarter, the Company borrowed
additional funds from Mueller with terms similar to the above Notes.

The continued viability of the Company as a going concern is
dependent upon its ability to generate sufficient working capital through
future profitable operations and/or sales of assets, including land owned by
the Company, and to maintain, or restructure its existing financing from
Mueller in a manner acceptable to the Company. The Company has no current
plans or prospects for restructuring its existing financing from Mueller on
terms advantageous to the Company and acceptable to Mueller. The Company's
ability to attain and maintain profitable operations is also subject to
adverse fluctuations in the market price of gold. If the Company is unable to
generate or obtain sufficient working capital, or if demand is made for the
payment of the loans and advances made to it by Mueller and its predecessors
in interest, the Company's management may have no choice other than to file
for protection under the bankruptcy laws. In that event, it is likely that
the Public Shareholders would receive no distribution with respect to their
shares of Company Stock from the Company's bankruptcy estate.

At December 31, 1994, the Company did not have any significant
commitments for capital expenditures.

<PAGE>39

The Company has a restructuring reserve of $1,676,000 to provide for
the anticipated expenditures associated with cessation of dredging operations
and related costs. In addition, the Company has established an environmental
reserve of $1,800,000 to provide for anticipated expenditures of future
remediation. Timing of expenditures, and the source of funds to cover such
expenditures from both reserves, have not been determined.

From time to time, the Company has hedged fluctuations in the price
of gold by entering into futures contracts to minimize the risk of market
fluctuations. No such hedging transactions occurred in 1993 or 1994.

On August 29, 1994, the Company granted to Mueller an option to
purchase gold produced or received as royalties. Terms of the option include
establishing the method of pricing Mueller purchases as the average of the
London PM price for gold for the first ten days following shipment to the
refiner. Sales to Mueller for the year ended December 31, 1994 were
$5,309,000.

Impact of Inflation

During the past three years, inflation has not had a significant
impact on the Company's operations.

Results of Operations for the First Nine Months of 1995

Activity through the third quarter consisted of excavation of pay
gravel from the open pit and operation of the wash plant to process pay gravel
mined during the preceding winter and spring.

During the first nine months of 1995, the Company s sales were
$3,542,000 (7,897 ounces) compared to $3,636,000 (9,460 ounces) in 1994. Cost
of sales decreased to $3,347,000 in 1995 compared to $4,586,000 in 1994. Gold
produced increased in 1995 to 17,440 ounces for the first three quarters
compared to 12,327 ounces for the same period in 1994. Gold inventory
consisted of 9,323 ounces at the end of the quarter. The reduction in cost of
sales is due to the decrease in ounces sold as well as efficiencies gained in
the open pit method of mining. During 1994, the majority of produced ounces
were mined by dredging. In 1995, all the production has been from the open
pit method of mining.

General and administrative expenses have remained constant in 1995
compared to 1994. Total interest expense has increased in 1995 to $3,454,000
compared to $2,362,000 in 1994. This increase is due to increased borrowings
and increased interest rates in 1995. Other income, net, increased to
$1,300,000 for the first nine months of 1995 compared to

<PAGE>40

$1,008,000 in the first nine months of 1994. This increase is due to
increases in gravel sales and royalty income offset by a reduction in gains on
land sales.

As of September 30, 1995, the Company was indebted to Mueller for
$95,016,000 in term loans and advances.

<PAGE>41

BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
OF THE COMPANY

Beneficial Ownership

The following table sets forth, to the best of the Company's
knowledge, the beneficial ownership of voting securities, as of November 17,
1995, with respect to (i) each person or group known to the Company to own
more than 5% of the outstanding shares of Company Stock and (ii) each director
and executive officer of the Company.

(a) Security Ownership of Beneficial Owners

The security ownership of each person known by the Company to be the
owner of more than five percent (5%) of the Company Stock as of November 17,
1995 is as follows:

Name and Address of Amount Beneficially
Title Class Beneficial Owner Owned Percent of Class
----------- ------------------- ------------------- ----------------
<S> <C> <C> <C>

Common Stock $.10 Par Value Mueller Industries, Inc. 4,250,027 shares of Company Approximately 85%
2959 N. Rock Road Stock
Wichita, KS 67226

</TABLE>

(b) Security Ownership of Management

As of November 17, 1995, no officer or director was the beneficial
owner of any shares of Company Stock. All of the Company's officers and
directors as a group own less than 1% of the outstanding common stock of the
Major Shareholder.

Certain Transactions in Company Stock

On May 5, 1995, Mueller Industries, Inc. purchased in a private
transaction 27 shares of Company Stock at a price of $0.25 per share.

Proxy Solicitation

Proxies are being solicited by and on behalf of the Company. All
expenses of this solicitation, including the cost of preparing and mailing
this Proxy Statement, will be borne by the Company. In addition to
solicitation by uses of the mails, proxies may be solicited by directors,
officers and employees of the Company in person or by telephone, telegram or
other means of communication. Such directors, officers and employees will not
be additionally compensated, but may be reimbursed for out-of-pocket expenses
in connection with such solicitation. Arrangements will also be made

<PAGE>42

with custodians, nominees and fiduciaries for forwarding of proxy solicitation
material to beneficial owners of Company Stock held of record by such persons,
and the Company may reimburse such custodians, nominees and fiduciaries for
reasonable expenses incurred in connection therewith.

Current Information: Delisting and Deregistration

After the Effective Time, the Company Stock will cease trading
entirely, registration of Company Stock under the Exchange Act will terminate
and the Company will cease filing reports with the Commission. Moreover, the
Company will be relieved of the obligation to comply with the proxy rules of
Regulation 14A under Section 14 of the Exchange Act, and its officers,
directors and 10% shareholders will be relieved of the reporting requirements
and "short-swing" trading liability under Section 16 of the Exchange Act.

Independent Auditors

Representatives of Ernst & Young LLP, the Company's independent
auditors, are expected to be present at the Special Meeting and will have an
opportunity to make a statement should they desire to do so. Such
representatives are also expected to be available to respond to questions.

Future Shareholder Proposals

If the Merger is not consummated, any shareholder who wishes to
present a proposal for inclusion in the Proxy Statement for action at future
Annual Meetings of Shareholders must comply with the rules and regulations of
the Commission then in effect. The date by which such proposals must be
received by the Company for inclusion in the Company's Proxy Statement for the
1995 Annual Meeting has not yet been determined. If the Merger is not
consummated, the Company will inform holders of the Company Stock of the date
by which such proposals must be received by the Company for inclusion in the
Company's Proxy Statement for the 1995 Annual Meeting of Shareholders.

Other Business

The Board does not intend to bring any other matters before the
Special Meeting and does not know of any matters to be brought before the
Special Meeting by others. If any other matter should come before the Special
Meeting, it is the intention of the persons named in the accompanying proxy to
vote the proxy on behalf of the shareholders they represent in accordance with
their best judgment.

<PAGE>F-1

INDEX TO FINANCIAL STATEMENTS

Page

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . F-2

Statements of Operations for the years ended December 31,
1994, December 25, 1993, and December 26, 1992 . . . . . . . . . . . . . F-3

Balance Sheets as of December 31, 1994 and
December 25, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Statements of Cash Flows for the years ended December 31,
1994, December 25, 1993, and December 26, 1992 . . . . . . . . . . . . . F-5

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . F-6

Data for the periods ended September 30, 1995
and September 24, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . F-11

Pro Forma Financial Data . . . . . . . . . . . . . . . . . . . . . . . . F-16
Condensed Balance Sheet (Unaudited) . . . . . . . . . . . . . . . . F-17
Notes to Pro Forma Financial Data . . . . . . . . . . . . . . . . . F-18
Book Value Per Share (Unaudited) . . . . . . . . . . . . . . . . . . F-19

<PAGE>F-2

Report of Independent Auditors

The Board of Directors and Stockholders
Alaska Gold Company

We have audited the accompanying balance sheets of Alaska Gold
Company as of December 31, 1994 and December 25, 1993, and the related
statements of operations and cash flows of each of the three years in the
period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Alaska Gold
Company at December 31, 1994 and December 25, 1993, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting
principles.

As discussed in Note 10 to the financial statements, the Company's
stockholders' deficit and significant debt payable to Mueller Industries, Inc.
raise substantial doubt about its ability to continue as a going concern. The
continued viability of the Company is dependent upon its ability to generate
sufficient working capital through future profitable operations and to
maintain or restructure its existing financing from Mueller Industries, Inc.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

ERNST & YOUNG LLP

Wichita, Kansas
February 8, 1995

<PAGE>F-3

ALASKA GOLD COMPANY
STATEMENTS OF OPERATIONS
(In thousands, except per share data)

For the years ended December 31, 1994,
December 25, 1993, and December 26, 1992

1994 1993 1992
---- ---- ----
<S> <C> <C> <C>

Net sales $ 228 $ 8,402 $ 6,712
Sales to Mueller 5,309 -- --
----- ----- -----
Total Sales 5,537 8,402 6,712

Cost of sales 6,332 7,570 4,768
General and administrative expenses 817 812 755
Restructuring charge -- -- 633
------ ----- -----
Operating income (loss) (1,612) 20 556

Interest expense:
Mueller (3,496) (2,396) (2,790)
Other (53) (2) --
Other income, net 1,656 1,042 1,487
------ ----- ------
Loss before income taxes (3,505) (1,336) (747)

Income tax expense -- -- --
----- ----- -----
Net loss $ (3,505) $ (1,336) $ (747)
===== ===== =====
Number of common shares of Company Stock outstanding 5,000 5,000 5,000
===== ===== =====
Net loss per shares $ (0.70) $ (0.27) $ (0.15)
===== ===== =====

</TABLE>

See accompanying notes to financial statements.

<PAGE>F-4

ALASKA GOLD COMPANY
BALANCE SHEETS
(In thousands, except share data)

As of December 31, 1994 and December 25, 1993

ASSETS 1994 1993
------ ---- ----
<S> <C> <C>
Current assets:
Cash $ 542 $ 350
Receivables -- 113
Gold inventories 233 61
Due from affiliate 191 200
Prepaid preparation cost 1,568 199
Restricted cash -- 400
----- -----
Total current assets 2,534 1,323
Properties, net 4,155 809
Deferred preparation costs -- 394
Other assets 25 25
----- -----
Total assets $ 6,714 $ 2,551
===== =====
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Current portion of long-term debt $ 486 $ --
Accounts payable 239 160
Accrued expenses 314 438
Deferred income -- 529
Term loans and advances payable to Mueller 91,334 88,296
------ ------
Total current liabilities 92,373 89,423
Long-term debt:
Notes payable to Mueller 3,400 --
Other 1,558 --
Environmental reserve 1,800 1,800
Restructuring reserve 1,436 1,676
------- ------
Total liabilities 100,567 92,899
------- ------
Stockholders' deficit:
Common stock, $.10 par value; 10,000,000 shares of 500 500
Company Stock authorized; 5,000,000 shares of
Company Stock issued and outstanding
Additional paid-in capital 4,897 4,897
Accumulated deficit (99,250) (95,745)
------ ------
Total stockholders' deficit (93,853) (90,348)
------ ------
Commitments and contingencies -- --
------ ------
Total liabilities and stockholders' deficit $ 6,714 $ 2,551
====== ======
</TABLE>

See accompanying notes to financial statements.

<PAGE>F-5

ALASKA GOLD COMPANY
STATEMENTS OF CASH FLOWS
(In thousands)

For the years ended December 31, 1994, December 25, 1993 and December 26, 1992

1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:

Net loss $(3,505) $(1,336) $ (747)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Interest not paid on Mueller borrowings 3,266 2,380 2,788
Depreciation 572 242 184
Depreciation not charged to operations -- -- (64)
Gain on sales of land (1,108) (266) (249)
Gain on disposals of machinery and equipment (37) (76) (60)
Changes in assets and liabilities:
Receivables 113 (113) --
Inventories (172) 206 532
Capitalized preparation costs (975) 1,991 (1,731)
Other assets 409 27 (260)
Current liabilities (574) 93 622
Other liabilities (240) (24) 633
Other, net -- (32) --
------- ----- -----
Net cash provided by (used in) operating activities (2,251) 3,092 1,648
------- ----- -----
Cash flows from investing activities:
Capital expenditures (3,920) (224) (21)
Proceeds from sales of properties 1,147 347 612
------- ----- -----
Net cash provided by (used in) investing activities (2,773) 123 591
------- ----- -----
Cash flows from financing activities:
Net principal repayments and advances from Mueller (228) (3,190) 709
Issuance of notes payable to Mueller 3,400 -- --
Issuance of other long-term debt 2,161 -- --
Principal repayments on advances from affiliates -- -- (2,780)
Repayment of long-term debt (117) -- (14)
------ ------- -------
Net cash provided by (used in) financing activities 5,216 (3,190) (2,085)
------ ------- -------
Increase in cash 192 25 154
Cash at beginning of year 350 325 171
------ ------- -------
Cash at end of year $ 542 $ 350 $ 325
====== ======= =======
</TABLE>

For supplemental disclosures of cash flow information and financing
activities, see notes 1, 5 and 9.

See accompanying notes to financial statements.

<PAGE>F-6

ALASKA GOLD COMPANY

NOTES TO FINANCIAL STATEMENTS

December 31, 1994, December 25, 1993 and December 26, 1992

1. Summary of significant accounting policies

Organization and basis of presentation

Alaska Gold Company (the "Company") mines placer gold deposits in the
State of Alaska and is an 85 percent owned subsidiary of Mueller
Industries, Inc. ("Mueller").

Gold Inventories

Inventories of gold are carried at the lower of average cost or market.
Costs include materials, labor costs, and mining costs including
depreciation.

Mine preparation costs

Expenditures incurred in preparation and excavation of the open pit and
extracting gold-bearing gravel from the pit are classified as prepaid
preparation costs. These expenditures are capitalized as inventory when
the gold-bearing material is processed through the wash plant the
following year. Costs also include test drilling and contractor charges
associated with all mining functions.

Expenditures related to the thawing of gold-bearing gravel and stripping
of overburden in preparation for dredging operations are classified as
deferred preparation costs, and are charged to the cost of production of
gold inventories on the units-of-production method based upon average
actual costs incurred. Costs charged to production are based upon the
quantity of gravel dredged which is determined by engineering estimates
performed each year. Expenditures relating to preparation of the dredges
for the following operating season are deferred and charged to operations
of that season. At December 31, 1994, no expenditures have been deferred
related to dredging operations.

Properties

Depreciation of machinery and equipment is provided on the straight-line
basis over estimated useful lives ranging from three to seven years.
Maintenance, minor repairs, and renewals are charged to operations as
incurred. Major repairs and renewals are capitalized and charged against
future operations.

Upon retirement or sale, the cost of the assets disposed of and the
related accumulated depreciation are eliminated from the accounts, and
any resulting gain or loss is recognized in current operations.

Income taxes

The Company is included in Mueller's consolidated federal income tax
return. The Company and Mueller have entered into an agreement for the
allocation of federal and state income taxes, the general result of which
is to have the tax liability of the Company determined on a stand-alone
basis. The Company accounts for income taxes under the liability method
required by SFAS No. 109, Accounting for Income Taxes.

<PAGE>F-7

Statement of cash flows

For purpose of the statement of cash flows, temporary investments with a
maturity of three months or less are considered to be cash equivalents.

Reclassification

Certain amounts in the 1993 and 1992 financial statements have been
reclassified to conform with the 1994 presentation.

2. Gold Inventories

Gold inventories at December 31, 1994 and December 25, 1993, consisted of 717
and 217 troy ounces, respectively.

3. Properties

Properties are as follows (in thousands):

1994 1993
---- ----
Land and land improvements $ 207 $ 209
Machinery and equipment 5,992 2,073
----- -----
Total properties, at cost 6,199 2,282
Less accumulated depletion and depreciation 2,044 1,473
----- -----
$ 4,155 $ 809
===== =====

4. Term loans, and advances payable to Mueller

At December 31, 1994 and December 25, 1993, the Company had $23,753,000
in term loans owed to Mueller. At December 31, 1994 and December 25,
1993, the Company also had advances payable to Mueller of $67,581,000 and
$64,543,000, respectively, including unpaid interest amounting to
$30,812,000 and $27,546,000. The term loans and advances bear interest,
on principal only, at the London Interbank Offering Rate ("LIBOR") plus
.75 percent. The interest rate at December 31, 1994 was 6.89 percent.

Payment of the term loans and advances is due on demand and, accordingly,
the balance due is classified as a current liability. The advances have
been used by the Company to meet operating costs and to finance working
capital requirements. The Company does not currently expect to be able
to generate sufficient funds from operations to fully repay the advances
or term loans, if payment were demanded by Mueller.

<PAGE>F-8

5. Long-term debt

Long-term debt consists of the following (in thousands):

1994 1993
---- ----
7% Note Dated February 28, 1994 to Mueller $ 2,000 $ --
8.75% Note dated May 27, 1994 to Mueller 600 --
8.75% Note dated August 4, 1994 to Mueller 800 --
8.5% Note dated September 19, 1994 to bank 2,044 --
----- -----
Total long-term debt 5,444 --
Less current portion 486 --
----- -----
$ 4,958 $ --
===== =====

During 1994, Mueller advanced funds to the Company in the form of three
separate Notes totaling $3,400,000. Interest on the Notes is payable
quarterly. Principal on each of the Notes is due December 31, 2001. The
Notes are secured by an interest in substantially all assets of the
Company.

In 1994, the Company used proceeds of the 8.5 percent bank Note to purchase
equipment. This Note is payable in quarterly installments of principal and
interest through September, 1998. Annual maturities are $486,000 in 1995,
$528,000 in 1996, $575,000 in 1997 and $455,000 in 1998. The Note is
secured by the equipment purchased with the proceeds. The Note is also
guaranteed by Mueller. Mueller s guarantee is secured by a security
interest in substantially all assets of the Company.

Interest paid on the above Notes plus interest paid on term loans and
advances payable to Mueller was $274,000 in 1994, $3,206,000 in 1993, and
$2,004,000 in 1992.

6. Stockholders' deficit

Under the Delaware General Corporation Law, the Company is permitted to pay
dividends only out of surplus (as defined by such law) or, if there is no
such surplus, out of net profits for the fiscal year in which the dividend
is declared and/or net profits for the preceding fiscal year (before
deducting depletion expense on mineral properties). At December 31, 1994
and December 25, 1993, the Company was prohibited by such law from paying
dividends.

During 1994, 1993, and 1992, the accumulated deficit increased by
$3,505,000, $1,336,000 and $747,000, reflecting the net loss for the
respective years.

7. Commitments and contingencies

The Company is subject to environmental standards imposed by federal,
state, and local environmental laws and regulations. Expenditures for
environmental matters were $425,000 in 1994 and were not significant during
1993, or 1992. To provide for future estimated remediation costs, the
Company established a reserve of $1,800,000 in 1991. The timing of
expenditures for this remediation has not been determined. No charges have
been applied against this reserve in 1994, 1993 or 1992. In the opinion of
management, the outcome of any environmental proceedings will not
materially affect the overall financial position of the Company.

<PAGE>F-9

8. Other income

"Other income, net" included in the statement of operations consists of the
following (in thousands):

1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gain on sales of land $ 1,108 $ 266 $ 249
Royalty income 246 316 690
Sales of waste gravel 53 321 229
Interest income 49 45 34
Mineral exploration leases 163 18 39
Gain on disposals of machinery and equipment 37 76 60
Other, net -- -- 186
----- ----- -----
$ 1,656 $ 1,042 $ 1,487
===== ===== =====
</TABLE>

At December 25, 1993 the Company had deferred $529,000 of income on the
sale of 4.9 acres of land pending resolution of environmental matters.
During 1994, remediation of the site was completed and portions of the sale
proceeds previously held in escrow, were paid to the Company. The deferred
amount less a portion of the remediation costs, resulted in a $503,000 gain
which is included in gain on sales of land in 1994.

9. Income taxes

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets are presented below (in thousands):

Deferred tax assets:

1994 1993
---- ----
Net operating loss carryforwards $ 2,303 $ 2,620
Mining expenses 3,163 4,133
Other accruals and reserves 1,138 1,571
Property, plant and equipment 101 213
----- -----
Total deferred tax assets 6,705 8,537
Less valuation allowance (6,705) (8,537)
----- -----
Net deferred tax assets $ -- $ --
===== =====

During 1994 and 1993, in accordance with the Company's tax sharing agreement
with Mueller, no income taxes were provided. There were no income taxes paid
or refunded during the year.

<PAGE>F-10

10. Going concern and restructuring charge

The Company's stockholders' deficit and significant debt payable to Mueller
(see Notes 4, 5 and 6) raise substantial doubt about its ability to
continue as a going concern. The continued viability of the Company is
dependent upon its ability to generate sufficient working capital through
future profitable operation and sales of idle or obsolete assets, including
land that the Company does not intend to mine, and to maintain, or
restructure its existing financing from Mueller in a manner acceptable to
the Company and Mueller. In 1993, management of the Company decided to
discontinue dredging operations after the extraction of previously thawed
fields and adjacent fields that are naturally thawed. During 1994, the
Company performed a pilot project of mining by the open pit method.
Management determined that the results of the open pit pilot project were
sufficient to justify further open pit mining on a larger scale. If open
pit mining is not successful, gold production by the Company could cease
and future operations would then consist primarily of land management. The
Company would continue leasing mining properties to others, selling gravel
and selling real estate.

To provide for costs associated with restructuring the method of operations
to an alternative form, the Company established a restructuring reserve in
1991. In 1992, the Company increased its restructuring reserve by charging
an additional $633,000 to operations. The purpose of this reserve is to
provide for anticipated expenditures associated with cessation of the
dredging operations including dismantling and scrapping the remaining
dredges. During 1994, $24,000 was charged against this reserve. The
timing of expenditures for the remaining balance of $1,676,000 is
undetermined, except for $240,000 which is classified as current.

11. Mine preparation costs

Substantially all mining costs associated with the wintertime excavation of
an open pit are classified as prepaid until the pay gravel is processed in
the following year. These expenditures, which totaled $1,568,000 in 1994
and $199,000 in 1993, are capitalized as inventory when the processing
occurs. In 1994, $394,000 of mine preparation costs associated with
dredging was charged to production. At December 31, 1994, no additional
amounts remain deferred for preparation costs on dredging operations.

12. Related party transactions

On August 29, 1994, the Company granted to Mueller an option to purchase
gold produced or received as royalties. Terms of the option include
establishing the method of pricing Mueller purchases, as the average of the
London PM price for gold for the first ten days following shipment to the
refiner. Sales to Mueller for the year ended December 31, 1994 were
$5,309,000.

The Company has transactions, not otherwise disclosed in the financial
statements, with affiliates including the payment of management fees and
reimbursement of insurance and other expenses. Management fees paid to
Arava Natural Resources Company, Inc., a wholly-owned subsidiary of
Mueller, were $87,000 in 1994, $108,000 in 1993, and $120,000 in 1992.
Management fees paid to Mueller were $235,000 in 1994, $163,000 in 1993,
and $110,000 in 1992. Payments to Mueller for reimbursement of insurance
and other expenses were $321,000 in 1994, $246,000 in 1993, and $250,000 in
1992.

<PAGE>F-11

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ALASKA GOLD COMPANY
STATEMENTS OF OPERATIONS
(Unaudited)

For the Quarter Ended For the Nine-Months Ended
--------------------- -------------------------
September 30, September 24, September 30, September 24,
1995 1994 1995 1994
------------- ------------- ------------- -------------
(In thousands, except per share data)

<S> <C> <C> <C> <C>
Net sales $ 3,033 $ 7 $ 3,542 $ 220
Sales to Mueller - 3,416 - 3,416
--------------- ---------------- ---------------- ----------------
Total sales 3,033 3,423 3,542 3,636

Cost of sales 2,035 3,685 3,347 4,586
General and administrative expenses 176 210 576 565
--------------- ---------------- ---------------- ----------------

Operating income (loss) 822 (472) (381) (1,515)

Interest expense:
Mueller (1,099) (910) (3,332) (2,356)
Other (38) (6) (122) (6)
Other income, net 796 383 1,300 1,008
--------------- ---------------- ----------------- ----------------

Income (loss) before income taxes 481 (1,005) (2,535) (2,869)

Income tax expense - - - -
--------------- ---------------- ----------------- ----------------
Net income (loss) $ 481 $ (1,005) $ (2,535) $ (2,869)
=============== ================ ================= ================

Number of common shares outstanding 5,000 5,000 5,000 5,000
=============== ================ ================= ================

Net income (loss) per share $ 0.10 $ (0.20) $ (0.51) $ (0.57)
=============== ================ ================= ================

</TABLE>

See accompanying notes to financial statements.

<PAGE>F-12

ALASKA GOLD COMPANY
BALANCE SHEETS
(Unaudited)

September 30, 1995 December 31, 1994

(In thousands, except share data)
ASSETS

Current assets:
Cash and cash equivalents $ 964 $ 542
Gold inventory 2,496 233
Due from affiliate 183 191
Prepaid preparation costs 353 1,568
------- -------

Total current assets 3,996 2,534

Property and equipment, net 5,015 4,155
Other assets 25 25
------- -------
$9,036 $6,714
======= =======
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Current portion of long-term debt $ 496 $ 486
Accounts payable 260 239
Accrued expenses 327 314
Term loans and advances payable to
Mueller 95,016 91,334
------- -------
Total current liabilities 96,099 92,373

Long-term debt:
Notes payable to Mueller 4,900 3,400
Other 1,189 1,558
Environmental reserve 1,800 1,800
Restructuring reserve 1,436 1,436
------- -------
Total liabilities 105,424 100,567
------- -------
Stockholders' deficit:
Common stock, $.10 par value;
10,000,000 shares authorized;
5,000,000 shares issued and
outstanding 500 500
Additional paid-in capital 4,897 4,897
Accumulated deficit (101,785) (99,250)
------- ------
Total stockholders' deficit (96,388) (93,853)
------ ------
Commitments and contingencies - -
------ ------
$ 9,036 $6,714
====== ======

See accompanying notes to financial statements.

<PAGE>F-13

ALASKA GOLD COMPANY
STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
For the Nine-Months Ended
-------------------------
September 30, 1995 September 24, 1994
------------------ ------------------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,535) $ (2,869)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Interest not paid on Mueller borrowings 3,073 2,309
Depreciation 798 219
Gain on sales of land (149) (637)
Changes in assets and liabilities:
Receivables - 113
Inventories (2,263) (1,160)
Due from affiliate 8 63
Prepaid preparation costs 1,215 249
Current liabilities 34 341
------- --------
Net cash provided by (used in)
operating activities 181 (1,372)
------- --------
Cash flows from investing activities:
Capital expenditures (1,659) (3,697)
Proceeds from sales of properties 150 639
------- --------
Net cash used in investing activities (1,509) (3,058)
------- --------
Cash flows from financing activities:
Issuance of other long-term debt - 2,162
Net principal repayments and advances
from Mueller 609 406
Repayment of other long-term debt (359) -
Issuance of notes payable to Mueller 1,500 3,400
------- -------
Net cash provided by financing activities 1,750 5,968
------- -------
Increase in cash and cash equivalents 422 1,538

Cash and cash equivalents at the beginning of
the period 542 350
------ -----
Cash and cash equivalents at the end of the period $ 964 $ 1,888
====== =====

</TABLE>

See accompanying notes to financial statements.

<PAGE>F-14

ALASKA GOLD COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Financial Statements

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. This information should be read in
conjunction with the Company's Annual Report on Form 10-K, including the
annual financial statements incorporated therein.

The accompanying unaudited interim financial statements include all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented. Certain amounts
in the 1994 quarterly financial statements have been reclassified to conform
with current period presentation.

Operations of the Company are seasonal in nature because of the climatic
conditions in Alaska. In addition, the Company sells gold based upon gold
market conditions and cash needs and does not necessarily sell gold in any
given period, quarter, or year. Accordingly, the results of operations for
any interim period are not necessarily indicative of the results for any other
period or for a full year.

Note 2 - Sales to Mueller

On August 29, 1994, the Company granted to Mueller, the Company s
majority stockholder, an option to purchase gold produced or received as
royalties. Terms of the option include establishing the method of pricing as
the average of the London PM price for gold for the first ten days following
shipment to the refiner. During the first nine-months of 1995, no produced
gold was sold to Mueller. However, in February 1995, Mueller purchased
$505,000 of gold received as royalties by the Company.

Note 3 - Prepaid Preparation Costs

Expenditures related to open pit mining and removal of overburden and pay
gravel in preparation for wash plant operations are classified as prepaid
preparation costs. These expenditures are capitalized as inventory when the
gold-bearing material is processed through the wash plant.

<PAGE>F-15

Note 4 - Commitments and Contingencies

The Company is subject to normal environmental standards imposed by
federal, state and local environmental laws and regulations. Management
believes that the outcome of any environmental proceedings will not materially
affect the overall financial position of the Company.

Note 5 - Proposed Merger Transaction

On September 1, 1995, the Company s Board of Directors approved an
Agreement and Plan of Merger (the Plan). Under the Plan, all of the Company s
common stock will be acquired by the majority stockholder, for cash. The
Company expects this merger transaction to be completed by the end of this
year. The proposed merger will be voted upon by the stockholders of the
Company. Mueller, the holder of approximately 85 percent of the outstanding
shares, has expressed its intent of voting in favor of the merger.

Note 6 - Notes payable to Mueller

During the first nine-months of 1995, the Company borrowed an additional
$1,500,000 from Mueller (the Notes). The Notes include interest at eight and
three quarters percent (8.75%) payable quarterly beginning June 30, 1995.
Principal on the Notes is due December 31, 2001, and is secured by an interest
in substantially all assets of the Company. Subsequent to the end of the
third quarter, the Company borrowed an additional $900,000 from Mueller with
terms similar to the above Notes.

<PAGE>F-16

PRO FORMA FINANCIAL DATA

The following unaudited pro forma condensed balance sheet as of
December 31, 1994 and September 30, 1995 gives effect to the Merger of Newco
with and into Alaska Gold. The pro forma adjustments related to the pro forma
condensed balance sheet are computed assuming the Merger was consummated as of
the balance sheet dates presented. The pro forma information is based on the
historical financial statements of Alaska Gold giving effect to the
transaction under the assumptions and adjustments in the accompanying notes to
the pro forma financial data.

The pro forma statements have been prepared based upon the balance
sheet of Alaska Gold as of December 31, 1994 and September 30, 1995. These
pro forma statements may not be indicative of the results that actually
would have occurred if the combination had been in effect on the dates
indicated or which may be obtained in the future. The pro forma financial
data should be read in conjunction with the audited financial statements
of Alaska Gold contained elsewhere herein.

<PAGE>F-17

Alaska Gold Company
Pro Forma Condensed Balance Sheet

The following balance sheet presents the pro forma effect of the proposed
transaction. The proposed transaction results in no significant change to
capitalization. The effect on the statements of income and cash flow and the
ratio of fixed charges is immaterial and, therefore, is not presented.

September 30, 1995 December 31, 1994
----------------------------------------- --------------------------------------------
(In thousands)

Pro Forma Pro Forma
Historical Adjustments Pro Forma Historical Adjustments Pro Forma
---------- ----------- --------- ---------- ----------- ---------

ASSETS
<S> <C> <C> <C> <C> <C> <C>

Current assets $ 3,996 $ 13(3) $ 4,009 $2,534 $ 13(3) $ 2,547
Properties, net 5,015 - 5,015 4,155 - 4,155

Other assets 25 - 25 25 - 25

$ 9,036 $ 13 $ 9,049 $ 6,714 $ 13 $ 6,727
====== ===== ====== ====== ===== ======

LIABILITIES & STOCKHOLDERS' DEFICIT
Current term loans and $ 95,016 $ - $ 95,016 $ 91,334 $ - $ 91,334
advances payable to Mueller

Other current liabilities 1,083 - 1,083 1,039 - 1,039
------ ----- ------ ------ ---- ------
Total current liabilities 96,099 - 96,099 92,373 - 92,373

Long-term debt:
Notes payable to Mueller 4,900 - 4,900 3,400 - 3,400

Other 1,189 - 1,189 1,558 - 1,558

Other Noncurrent liabilities 3,236 - 3,236 3,236 - 3,236
Stockholders' deficit (96,388) 13(3) (96,375) (93,853) 13(3) (93,840)

$ 9,036 $ 13 $ 9,049 $ 6,714 $ 13 $ 6,727
======= ==== ======= ======= ==== ======

</TABLE>

See Notes to Pro Forma Financial Data.

<PAGE>F-18

Alaska Gold Company
Notes to Pro Forma Financial Data

1. Basis of Presentation

The accompanying pro forma condensed balance sheet as of September 30,
1995 and December 31, 1994 have been prepared assuming the transactions
described below occurred as of the balance sheet date presented. The pro
forma condensed balance sheets do not purport to be indicative of the
financial position which actually would have occurred had the
transactions described below occurred at an earlier date, or which may be
expected to occur in the future. These pro forma condensed balance
sheets should be read in conjunction with the historical financial
statements of the Company included elsewhere in this Proxy Statement.

2. Pro Forma Transactions

The accompanying pro forma condensed balance sheets have been prepared as
if the Merger Agreement was effective as of the balance sheet dates
presented. Pursuant to the Merger Agreement, the Company will, among
other things, (i) merge with Newco, and (ii) purchase all outstanding
common stock except the common stock owned by Mueller, which will result
in the Company becoming a wholly owned subsidiary of Mueller.

3. Pro Forma Adjustments to the Historical Financial Statements

(a) Adjustments reflect the following:

<TABLE>

<S> <C>
Capitalization of Mueller Acquisition Company with $250 thousand cash. $ 250
Purchase of Minority Interest shares of Company Stock for an aggregate price of $187 thousand. (187)
Expenses related to the proposed transaction estimated at $50 thousand. (50)
----
$ 13
====
</TABLE>

<PAGE>F-19

Book Value Per Share

December 31, December 25, September 30, September 24,
1994 1993 1995 1994
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
a. Actual Shares of Company Stock 5,000,000 5,000,000 5,000,000 5,000,000
Outstanding
b. Total Stockholders' deficit $(000) $(93,853) $ (90,348) $ (96,388) $ (93,217)
--------- -------- --------- --------
c. Book Value per share (b / a) $(18.771) $(18.070) $ (19.278) $ (18.643)
========= ======== ========= ========

</TABLE>

<PAGE>1

Annex A

MERGER AGREEMENT

<PAGE>2

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

ALASKA GOLD COMPANY,

MUELLER INDUSTRIES, INC.

AND

MUELLER ACQUISITION CORPORATION

Dated as of September 1, 1995

<PAGE>3

TABLE OF CONTENTS

ARTICLE I

THE MERGER
SECTION 1.1. Meeting of Alaska Gold's Stockholders; Proxy Statement;
Schedule 13E-3 . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. The Merger . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3. Conversion of Outstanding Shares . . . . . . . . . . . . . 3
1.4. Surrender and Exchange . . . . . . . . . . . . . . . . . . 4
1.5. Certificate of Incorporation . . . . . . . . . . . . . . . 5
1.6. By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.7. Directors and Officers . . . . . . . . . . . . . . . . . . 5
1.8. Stock Transfer Books . . . . . . . . . . . . . . . . . . . 5

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF ALASKA GOLD
SECTION 2.1. Corporate Organization . . . . . . . . . . . . . . . . . . 5
2.2. Capitalization . . . . . . . . . . . . . . . . . . . . . . 5
2.3. Authorization and Validity of Agreement . . . . . . . . . 6
2.4. No Conflict or Violation . . . . . . . . . . . . . . . . . 6
2.5. Consents and Approvals . . . . . . . . . . . . . . . . . . 6

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF MUELLER ACQUISITION
SECTION 3.1. Corporate Organization . . . . . . . . . . . . . . . . . . 7
3.2. Subsidiaries and Equity Investments . . . . . . . . . . . 7
3.3. Authorization and Validity of Agreement . . . . . . . . . 7
3.4. No Conflict or Violation . . . . . . . . . . . . . . . . . 8
3.5. Consents and Approvals . . . . . . . . . . . . . . . . . . 8

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF MUELLER
SECTION 4.1. Corporate Organization . . . . . . . . . . . . . . . . . . 8
4.2. Title to Cancelled Shares . . . . . . . . . . . . . . . . 8
4.3. Authorization and Validity of Agreement . . . . . . . . . 8
4.4. No Conflict or Violation . . . . . . . . . . . . . . . . . 9

<PAGE>4

ARTICLE V

COVENANT OF ALASKA GOLD

SECTION 5.1. Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VI

COVENANTS OF MUELLER ACQUISITION

SECTION 6.1. Conduct of Mueller Acquisition . . . . . . . . . . . . . . 9
6.2. Access to Information . . . . . . . . . . . . . . . . . . 10
6.3. Other Fees and Expenses . . . . . . . . . . . . . . . . . 10

ARTICLE VII

COVENANTS OF MUELLER
SECTION 7.1. Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.2. No Sale or Disposition; Waiver . . . . . . . . . . . . . . 11

ARTICLE VIII

OTHER AGREEMENTS

SECTION 8.1. Best Efforts . . . . . . . . . . . . . . . . . . . . . . . 11
8.2. Notification of Certain Matters . . . . . . . . . . . . . 11
8.3. Further Assurances . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IX

CONDITIONS TO THE MERGER

SECTION 9.1. Conditions to the Obligations of Each Party . . . . . . . 12
9.2. Conditions to the Obligation of Alaska Gold . . . . . . . 12
9.3. Conditions to the Obligation of Mueller Acquisition . . . 13

ARTICLE X

TERMINATION

SECTION 10.1. Termination . . . . . . . . . . . . . . . . . . . . . . . 14
10.2. Effect of Termination . . . . . . . . . . . . . . . . . . 14

<PAGE>5

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . 15
11.2. Survival . . . . . . . . . . . . . . . . . . . . . . . . 15
11.3. Amendment . . . . . . . . . . . . . . . . . . . . . . . . 15
11.4. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . 16
11.5. Successors and Assigns . . . . . . . . . . . . . . . . . 16
11.6. Governing Law . . . . . . . . . . . . . . . . . . . . . . 16
11.7. Integration . . . . . . . . . . . . . . . . . . . . . . . 16
11.8. Headings and References . . . . . . . . . . . . . . . . . 16
11.9. Counterparts; Effectiveness . . . . . . . . . . . . . . . 16

<PAGE>6

INDEX TO DEFINED TERMS

Defined Term Where Defined

Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . Introduction
Alaska Gold . . . . . . . . . . . . . . . . . . . . . . . . . . . Introduction
Cancelled Shares . . . . . . . . . . . . . . . . . . . . . . . . 1.3(a)
Certificate of Merger . . . . . . . . . . . . . . . . . . . . . . 1.2(b)
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2
Delaware Law . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2(a)
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . 1.2(b)
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1(b)
HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Merger Consideration . . . . . . . . . . . . . . . . . . . . . . 1.3(a)
Mueller . . . . . . . . . . . . . . . . . . . . . . . . . . . . Introduction
Mueller Acquisition . . . . . . . . . . . . . . . . . . . . . . . Introduction
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4(a)
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . 1.1(b)
SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1(b)
Schedule 13E-3 . . . . . . . . . . . . . . . . . . . . . . . . . 1.1(b)
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3(a)
Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . 1.1(a)
Surviving Corporation . . . . . . . . . . . . . . . . . . . . . . 1.2(a)

<PAGE>7

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of September 1, 1995 (this
"Agreement") by and among ALASKA GOLD COMPANY, a Delaware corporation ("Alaska
Gold"), MUELLER ACQUISITION CORPORATION, a Delaware corporation ("Mueller
Acquisition"), and MUELLER INDUSTRIES, INC., a Delaware Corporation
("Mueller").

WHEREAS, Mueller Acquisition is wholly owned by Mueller;

WHEREAS, Mueller owns shares of common stock of Alaska Gold;

WHEREAS, the parties hereto desire to effect the merger of Mueller
Acquisition with and into Alaska Gold (the "Merger") pursuant to the terms of
this Agreement;

WHEREAS, upon the consummation of the Merger, each share of common stock
of Mueller Acquisition will be converted into and become one share of common
stock of the surviving corporation; and

WHEREAS, the Board of Directors of each of Alaska Gold and Mueller
Acquisition have determined that the Merger contemplated hereby is fair to and
in the best interests of Alaska Gold and its shareholders and Mueller
Acquisition and its sole shareholder;

NOW THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

ARTICLE I

THE MERGER

SECTION 1.1. Meeting of Alaska Gold's Stockholders; Proxy Statement;
Schedule 13E-3. (a) Alaska Gold will take all action necessary in accordance
with applicable law to convene a meeting of its stockholders (the "Special
Meeting") as promptly as practicable after the date hereof to consider and
vote upon the Merger. The Board of Directors of Alaska Gold, subject to its
fiduciary duties as advised by counsel, will recommend that Alaska Gold's
stockholders vote in favor of the Merger and the approval and adoption of this
Agreement.

(b) As soon as practicable, Alaska Gold shall file with the Securities
and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934
(the "Exchange Act"), and shall use its best efforts to have cleared by the
SEC, a proxy statement (together with any amendments or supplements thereto,

<PAGE>8

the "Proxy Statement"), with respect to the Special Meeting. In addition,
Alaska Gold and Mueller Acquisition shall file with the SEC and make available
to Alaska Gold's stockholders, as required by applicable law, a joint Schedule
13E-3 (together with any amendments or supplements thereto, the "Schedule 13E-
3") with respect to the Special Meeting and the Merger. Mueller Acquisition
and Mueller will provide all information relating to them or their affiliates
(other than Alaska Gold) for use in preparation of the Proxy Statement and
Schedule 13E-3. Alaska Gold will provide all information, other than that
relating to Mueller Acquisition, Mueller or their respective affiliates (other
than Alaska Gold), for use in the Proxy Statement and in the Schedule 13E-3.
The information provided and to be provided by Alaska Gold, Mueller
Acquisition and Mueller, respectively, for use in the Proxy Statement and in
the Schedule 13E-3 shall be true and correct in all material respects and
shall not omit to state any material fact necessary in order to make such
information not misleading as of the date of the Proxy Statement or the
Schedule 13E-3, as the case may be, and as of the date of the Special Meeting.
Alaska Gold will promptly advise Mueller Acquisition and Mueller and Mueller
Acquisition or Mueller, as the case may be, will promptly advise Alaska Gold,
in writing, if at any time prior to the Effective Time (as defined in Section
1.2 (b)) Alaska Gold, Mueller Acquisition or Mueller shall obtain knowledge of
any facts that might make it necessary or appropriate to amend or supplement
the Proxy Statement or the Schedule 13E-3 in order to make the statements
contained or incorporated by reference therein not misleading or to comply
with applicable law. The Proxy Statement shall contain the recommendation of
the Board of Directors of Alaska Gold referred to in subdivision (a) of this
Section 1.1 as well as the conclusion of the Board of Directors of Alaska Gold
that the terms and conditions of the Merger are fair to the stockholders of
Alaska Gold (other than Mueller).

SECTION 1.2. The Merger. (a) At the Effective Time, the Merger shall
occur in accordance with the General Corporation Law of the State of Delaware
("Delaware Law"), whereupon the separate existence of Mueller Acquisition
shall cease, and Alaska Gold shall be the surviving corporation (the
"Surviving Corporation").

(b) As soon as practicable after all of the conditions set forth in
Article IX have been satisfied or waived, Alaska Gold and Mueller Acquisition
will file, or cause to be filed, with the Secretary of State of the State of
Delaware a certificate of merger for the Merger in accordance with Delaware
Law (the "Certificate of Merger"). The Merger shall become effective at the
time such filing is made or at such other time as is set forth in the
Certificate of Merger (the "Effective Time").

<PAGE>9

(c) From and after the Effective Time, the Surviving Corporation shall
possess all the rights, privileges, powers and franchises and be subject to
all of the restrictions, disabilities and duties of Alaska Gold and Mueller
Acquisition, all as provided under Delaware Law.

SECTION 1.3. Conversion of Outstanding Shares.

(a) At the Effective Time:

(i) each share of Common Stock (as defined in Section 2.2) of
Alaska Gold (a "Share" and, collectively, the "Shares") outstanding
immediately prior to the Effective Time (except for the Cancelled Shares
hereinafter refered to) shall, except as otherwise provided in
subsections (a)(iii) and (b) of this Section 1.3, be converted into and
represent the right to receive $0.25 in cash (the "Merger
Consideration");

(ii) each Share held by Mueller outstanding immediately prior to
the Effective Time (a "Cancelled Share" and, collectively, the "Cancelled
Shares") shall, by virtue of the Merger, and without any action on the
part of the holder thereof, be cancelled and retired and cease to exist,
without any conversion thereof; provided, however, that in connection
with, and only in connection with, the consummation of the Merger,
Mueller waives its right to receive the Merger Consideration and consents
to being treated less favorably than the other stockholders of Alaska
Gold; and

(iii) each share of common stock of Mueller Acquisition outstanding
immediately prior to the Effective Time shall be converted into and
become one share of common stock of the Surviving Corporation.

(b) Notwithstanding subsection (a)(i) of this Section 1.3, Shares
outstanding immediately prior to the Effective Time and held by a holder who
has not voted in favor of the Merger or consented thereto in writing and who
has demanded appraisal for such Shares in accordance with Delaware Law shall
not be converted into a right to receive the Merger Consideration pursuant to
such subsection (a)(i) unless such holder fails to perfect or withdraws or
loses his right to appraisal. If after the Effective Time such holder fails
to perfect or withdraws or loses his right to appraisal, such Shares shall
thereupon be deemed to have been converted into and to represent the right to
receive, at the Effective Time, the Merger Consideration pursuant to the terms
of subsection (a)(i) of this Section 1.3, without

<PAGE>10

any interest thereon or addition thereto. Alaska Gold shall give Mueller
Acquisition prompt notice of any demands received by Alaska Gold for appraisal
of Shares, and Mueller Acquisition shall have the right to participate in all
negotiations and proceedings with respect to such demands. Alaska Gold shall
not, except with the prior written consent of Mueller Acquisition, make any
payment with respect to, or settle or offer to settle, any such demands.

SECTION 1.4. Surrender and Exchange. (a) Promptly after the Effective
Time, the Surviving Corporation, or such bank or trust company acting as
paying agent (the "Paying Agent") for the Merger pursuant to an agreement in a
form to be mutually agreed upon by Alaska Gold and Mueller Acquisition, shall
mail or cause to be mailed to each holder of Shares at the Effective Time a
letter of transmittal for use in surrendering for exchange the certificate or
certificates representing such Shares. After the Effective Time, each such
holder, upon surrender to the Paying Agent of such certificate or certificates
(together with such letter of transmittal duly executed), will be entitled to
receive the Merger Consideration. Until so surrendered, each such certificate
shall after the Effective Time represent for all purposes only the right to
receive the Merger Consideration. At the Effective Time, Mueller Acquisition
shall furnish or cause to be furnished to the Paying Agent funds equal to the
aggregate Merger Consideration payable to the holders of Shares. After the
Effective Time, there shall be no further registration or transfers of Shares.
The Surviving Corporation shall establish reasonable procedures for the
delivery of the Merger Consideration to holders of Shares whose stock
certificates have been lost, destroyed or mutilated.

(b) If any delivery of the Merger Consideration is to be made pursuant
to Section 1.3(a)(i) to a person other than the registered holder of the
certificate or certificates surrendered in exchange therefor, it shall be a
condition to such delivery that the certificate or certificates so surrendered
shall be properly endorsed or be otherwise in proper form for transfer and
that the person requesting such delivery shall (i) pay to the Paying Agent any
transfer or other taxes required as a result of delivery to a person other
than the registered holder or (ii) establish to the satisfaction of the Paying
Agent that such tax has been paid or is not payable.

(c) Any holder of Shares who has not exchanged his Shares for the Merger
Consideration in accordance with subsection (a) within six months after the
Effective Time shall have no further claim upon the Paying Agent and shall
thereafter look only to the Surviving Corporation for payment in respect of
his Shares.

<PAGE>11

Notwithstanding the foregoing, no party hereto shall be liable to a holder of
Shares for any amount paid to a public official pursuant to applicable
abandoned property laws.

SECTION 1.5. Certificate of Incorporation. The Certificate of
Incorporation of Alaska Gold as in effect immediately prior to the Effective
Time shall be the Certificate of Incorporation of the Surviving Corporation
until amended in accordance with applicable law.

SECTION 1.6. By-Laws. The By-Laws of Alaska Gold as in effect
immediately prior to the Effective Time shall be the By-Laws of the Surviving
Corporation until amended in accordance with applicable law.

SECTION 1.7. Directors and Officers. From and after the Effective Time,
until successors are duly elected or appointed in accordance with applicable
law, (a) the directors of Alaska Gold at the Effective Time shall be the
directors of the Surviving Corporation and (b) the officers of Alaska Gold at
the Effective Time shall be the officers of the Surviving Corporation.

SECTION 1.8. Stock Transfer Books. At the Effective Time the stock
transfer books of Alaska Gold shall be closed and no transfer of shares of
Common Stock shall thereafter be made on such stock transfer books.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF ALASKA GOLD

Alaska Gold represents and warrants to Mueller Acquisition and Mueller
that:

SECTION 2.1. Corporate Organization. Alaska Gold is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all requisite corporate power and
authority to own its properties and assets and to conduct its businesses as
now conducted.

SECTION 2.2. Capitalization. The authorized capital stock of Alaska
Gold consists of 10,000,000 shares, consisting of 10,000,000 shares of Common
Stock, par value $0.10 per share (the "Common Stock"), 5,000,000 shares of
which are issued and outstanding, all of which have been duly authorized and
validly issued, and are fully paid and nonassessable and no personal

<PAGE>12

liability attaches to the ownership thereof. The Common Stock is the only
outstanding capital stock of Alaska Gold.

SECTION 2.3. Authorization and Validity of Agreement. Alaska Gold has
the corporate power to enter into this Agreement, to carry out its obligations
hereunder, and to consummate the Merger. The execution and delivery of this
Agreement and the performance of Alaska Gold's obligations hereunder have been
duly authorized by all necessary corporate action, including, without
limitation, by the Board of Directors of Alaska Gold. The consummation of the
Merger has been duly authorized by all necessary corporate action, other than
the affirmative vote of the stockholders of Alaska Gold in accordance with
applicable law and this Agreement, and approval of the Merger by the
stockholders of Alaska Gold has been recommended by the Board of Directors of
Alaska Gold. This Agreement has been duly executed by Alaska Gold and
constitutes the valid and binding obligation of Alaska Gold enforceable
against Alaska Gold in accordance with its terms, except (i) to the extent
that enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors' rights
generally, and (ii) that the availability of equitable remedies, including
specific performance, is subject to the discretion of the court before which
any proceeding therefor may be brought.

SECTION 2.4. No Conflict or Violation. As of the date hereof and as of
the Effective Time, the execution, delivery and performance by Alaska Gold of
this Agreement and consummation of the Merger does not and will not (i)
violate or conflict with any provision of the Certificate of Incorporation or
By-Laws of Alaska Gold, or (ii) violate any provision of law, or any order,
judgment or decree of any court or other governmental or regulatory authority.

SECTION 2.5. Consents and Approvals. As of the Effective Time, no
material consent, waiver, authorization or approval of any governmental or
regulatory authority, domestic or foreign, or of any other person, firm or
corporation, and no material declaration or notification to or filing or
registration with any such governmental or regulatory authority, is required
on the part of Alaska Gold in connection with the execution and delivery of
this Agreement by Alaska Gold, the performance by Alaska Gold of its
obligations hereunder, or the consummation of the Merger, other than in
connection with or in compliance with the applicable provisions of Delaware
Law, the Exchange Act or the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (the "HSR Act").

<PAGE>13

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF MUELLER ACQUISITION

Mueller Acquisition represents and warrants to Alaska Gold that:

SECTION 3.1. Corporate Organization. Mueller Acquisition is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. Since its date of incorporation, Mueller
Acquisition has not engaged in any activities not related to the acquisition,
or proposed acquisition, of Shares or the transactions contemplated by this
Agreement and the Merger and as of the Effective Time Mueller Acquisition will
have no liabilities other than those incurred to facilitate or in connection
with the acquisition, or proposed acquisition, of Shares or the transactions
contemplated by this Agreement and the Merger.

SECTION 3.2. Subsidiaries and Equity Investments. As of the date of
this Agreement there are no corporations of which Mueller Acquisition owns,
directly or indirectly, shares of capital stock having in the aggregate 50% or
more of the total combined voting power of the issued and outstanding shares
of capital stock entitled to vote generally in the election of directors of
such corporation.

SECTION 3.3. Authorization and Validity of Agreement. Mueller
Acquisition has the corporate power to enter into this Agreement and to carry
out its obligations hereunder. The execution and delivery of this Agreement,
the performance of Mueller Acquisition's obligations hereunder and the
consummation of the Merger have been duly authorized by the Board of Directors
and by the sole stockholder of Mueller Acquisition and no other proceedings on
the part of Mueller Acquisition are necessary to authorize such execution,
delivery and performance. This Agreement has been duly executed by Mueller
Acquisition and is the legal, valid and binding obligation of Mueller
Acquisition, enforceable against Mueller Acquisition in accordance with its
terms, except (i) to the extent that enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally, and (ii) that the availability of
equitable remedies, including specific performance, is subject to the
discretion of the court before which any proceeding therefor may be brought.

SECTION 3.4. No Conflict or Violation. As of the date hereof and as of
the Effective Time, the execution, delivery and

<PAGE>14

performance by Mueller Acquisition of this Agreement and consummation of the
Merger does not and will not (i) violate or conflict with any provision of the
charter documents or By-Laws of Mueller Acquisition, or (ii) violate any
provision of law, or any order, judgment or decree of any court or other
governmental or regulatory authority.

SECTION 3.5. Consents and Approvals. As of the Effective Time, no
material consent, waiver, authorization or approval of any governmental or
regulatory authority, domestic or foreign, or of any other person, firm or
corporation, and no material declaration or notification to or filing or
registration with any such governmental or regulatory authority, is required
on the part of Mueller Acquisition in connection with the execution and
delivery of this Agreement by Mueller Acquisition, the performance by Mueller
Acquisition of its obligations hereunder, or the consummation of the Merger,
other than in connection with or in compliance with the applicable provisions
of Delaware Law, the Exchange Act or the HSR Act.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF MUELLER

Mueller represents and warrants to Alaska Gold that:

SECTION 4.1. Corporate Organization. Mueller is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware.

SECTION 4.2. Title to Cancelled Shares. All of the Cancelled Shares are
owned of record and beneficially by Mueller free and clear of all liens.

SECTION 4.3. Authorization and Validity of Agreement. Mueller has the
corporate power to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the performance
of Mueller's obligations hereunder have been duly authorized by the board of
directors of Mueller and no other proceedings on the part of Mueller are
necessary to authorize such execution, delivery and performance. This
Agreement has been duly executed by Mueller and is the legal, valid and
binding obligation of Mueller, enforceable against Mueller in accordance with
its terms, except (i) to the extent that enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally, and

<PAGE>15

(ii) that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought.

SECTION 4.4. No Conflict or Violation. As of the date hereof and as of
the Effective Time, the execution, delivery and performance by Mueller of this
Agreement and consummation of the Merger does not and will not (i) violate or
conflict with any provision of the charter documents or By-Laws of Mueller, or
(ii) violate any provision of law, or any order, judgment or decree of any
court or other governmental or regulatory authority.

ARTICLE V

COVENANT OF ALASKA GOLD

Alaska Gold agrees that:

SECTION 5.1. Vote. From and after the date hereof, Alaska Gold will, to the
extent required by applicable law or as otherwise reasonably requested by
Mueller Acquisition and in accordance with Delaware Law and its Certificate of
Incorporation and By-Laws, use its best efforts to (a) solicit from the
stockholders of Alaska Gold proxies in favor of the approval of this Agreement
and (b) take all other action necessary or helpful to secure a vote of
stockholders in favor of the Merger and to approve this Agreement.

ARTICLE VI

COVENANTS OF MUELLER ACQUISITION

Mueller Acquisition agrees that:

SECTION 6.1. Conduct of Mueller Acquisition. From and after the date of
this Agreement and until the Effective Time, Mueller Acquisition shall conduct
its business solely in the ordinary course consistent with past practice and,
without the prior written consent of Alaska Gold, will not, except as required
or permitted pursuant to the terms hereof or as may occur in the ordinary
course of business consistent with past practice:

(i) make any change in its Certificate of Incorporation; or

<PAGE>16

(ii) take any other action that would cause any of the
representations and warranties made in this Agreement not to remain true
and correct; or

(iii) commit itself to do any of the foregoing.

SECTION 6.2. Access to Information. From and after the date hereof and
subject to the execution of such confidentiality agreements as Mueller
Acquisition shall reasonably require, Mueller Acquisition will give Alaska
Gold and its counsel, financial advisors, auditors and other authorized
representatives reasonable access to the offices, properties, books and
records of Mueller Acquisition and will instruct Mueller Acquisition's
employees, counsel and financial advisors to cooperate with any such person in
its investigation of Mueller Acquisition.

SECTION 6.3. Other Fees and Expenses. Whether or not the Merger is
consummated (except as provided below), from and after the date hereof and
without the execution of any further instrument, Mueller Acquisition will (a)
assume all of the obligations of Mueller and of any entity formed by it for
purposes of completing the Merger (including but not limited to Mueller
Acquisition) including, without limitation, indemnities, contribution,
compensation and expense reimbursements. Mueller Acquisition will pay all
reasonable attorneys' fees, expenses and disbursements of Alaska Gold incurred
prior to or after the date hereof in connection with the transactions
contemplated by this Agreement; provided, however, that Mueller Acquisition
shall not be obligated to assume any obligation or to pay any fees and
expenses under this Section 6.3 if this Agreement is terminated because of a
material breach by Alaska Gold of any of its representations, warranties or
covenants contained hereunder.

ARTICLE VII

COVENANTS OF MUELLER

Mueller agrees that:

SECTION 7.1. Vote. Mueller will vote the Cancelled Shares in favor of
the approval and adoption of this Agreement and the approval of the Merger.

SECTION 7.2. No Sale or Disposition; Waiver. From and after the date of
this Agreement and until the earlier of the Effective Time and the termination
of this Agreement, Mueller will not sell or otherwise dispose of any Cancelled
Shares other than to any of its respective affiliates or otherwise to

<PAGE>17

facilitate the consummation of the transactions contemplated by this
Agreement.

ARTICLE VIII

OTHER AGREEMENTS

The parties hereto agree that:

SECTION 8.1. Best Efforts. Upon the terms and subject to the conditions
set forth in this Agreement, each party shall use its best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations,
including without limitation under the HSR Act, to consummate the transactions
contemplated by this Agreement as promptly as possible.

SECTION 8.2. Notification of Certain Matters. Each party to this
Agreement will give prompt notice to the other parties hereof of:

(i) any notice or other communication from any person or entity
alleging that the consent of such person or entity is or may be required
in connection with the transactions contemplated by this Agreement;

(ii) any notice or other communication from any governmental or
regulatory agency or authority in connection with the transactions
contemplated by this Agreement;

(iii) any action, suit, claim, investigation or proceeding commenced
or, to its knowledge, threatened against, relating to or involving or
otherwise affecting Alaska Gold on the one hand, or Mueller Acquisition
and/or Mueller on the other hand, which is reasonably likely to affect
materially the transactions contemplated by this Agreement;

(iv) the occurrence, or failure to occur, of any event or change in
circumstances where such occurrence or failure to occur would be likely
to cause any representation or warranty contained in this Agreement to be
untrue and inaccurate in any material respect at any time from the date
hereof to the Effective Time; and

<PAGE>18

(v) any material failure of such party to comply with or satisfy
any covenant, condition or agreement to be complied with or satisfied by
it hereunder.

No such notification shall affect the representations or warranties of the
parties or the conditions to the obligations of the parties hereunder.

SECTION 8.3. Further Assurances. At and after the Effective Time, the
officers and directors of the Surviving Corporation will be authorized to
execute and deliver, in the name and on behalf of Alaska Gold or Mueller
Acquisition, any deeds, bills of sale, assignments or assurances and to take
and do in the name and on behalf of Alaska Gold or Mueller Acquisition any
other actions and things to vest, perfect or confirm of record or otherwise in
the Surviving Corporation any and all right, title and interest in, to and
under any of the rights, properties or assets of Alaska Gold acquired or to be
acquired by the Surviving Corporation as a result of, or in connection with,
the Merger.

ARTICLE IX

CONDITIONS TO THE MERGER

SECTION 9.1. Conditions to the Obligations of Each Party. The
obligations of Alaska Gold and Mueller Acquisition to consummate the Merger
are subject to (a) the approval of the Merger and this Agreement at the
Special Meeting by the affirmative vote of at least the holders of a majority
of the Shares outstanding on the record date of such Special Meeting (b) any
waiting period applicable to the Merger under the HSR Act shall have
terminated or expired, (c) the absence of any statute, rule or regulation
which makes consummation of the Merger illegal or otherwise prohibited or any
order, decree, injunction or judgment enjoining the consummation of the
Merger, and (d) the receipt of an opinion of counsel to Alaska Gold, in form
and substance reasonably satisfactory to Alaska Gold and Mueller Acquisition,
as to the validity of the Merger under Delaware Law.

SECTION 9.2. Conditions to the Obligation of Alaska Gold. The
obligation of Alaska Gold to consummate the Merger is subject to the
satisfaction or waiver of the following further conditions:

(a) Mueller Acquisition shall have performed in all material
respects all of its obligations hereunder required to be performed by it
at or prior to the Effective Time;

<PAGE>19

(b) the representations and warranties of Mueller Acquisition
contained in this Agreement and in any certificate or other writing
delivered by Mueller Acquisition pursuant hereto shall be true in all
material respects at and as of the Effective Time as if made at and as of
such time (other than any inaccuracies in such representations or
warranties that are attributable to Alaska Gold);

(c) receipt by Alaska Gold of a certificate signed by an executive
officer of Mueller Acquisition to the effect set forth in paragraphs (a)
and (b) of this Section; and

(d) no action or proceeding shall have been commenced or threatened
for the purpose of obtaining an injunction, order or damages before any
court or governmental agency or other regulatory or administrative agency
or commission, domestic or foreign, which Alaska Gold shall on advice of
counsel, reasonably determine would (1) result in the imposition of
material limitations on the ability of Alaska Gold or Mueller Acquisition
effectively to consummate the Merger, (2) have the effect of rendering
the Merger violative of any applicable law, or (3) have a material
adverse effect on the business, assets or financial condition of the
Surviving Corporation.

SECTION 9.3. Conditions to the Obligation of Mueller Acquisition. The
obligation of Mueller Acquisition to consummate the Merger is subject to the
satisfaction or waiver of the following further conditions:

(a) Alaska Gold shall have performed in all material respects all
of its obligations hereunder required to be performed by it at or prior
to the Effective Time;

(b) the representations and warranties of Alaska Gold contained in
this Agreement and in any certificate or other writing delivered by
Alaska Gold pursuant hereto shall be true in all material respects at and
as of the Effective Time as if made at and as of such time;

(c) receipt by Mueller Acquisition of a certificate signed by an
executive officer of Alaska Gold to the effect set forth in paragraphs
(a) and (b) of this Section;

(d) the holders of not more than 5% of the outstanding shares of
Common Stock shall have exercised their appraisal rights in the Merger in
accordance with Delaware Law; and

<PAGE>20

(e) no action or proceeding shall have been commenced or threatened
for the purpose of obtaining an injunction, order or damages before any
court or governmental agency or other regulatory or administrative agency
or commission, domestic or foreign, which Mueller Acquisition shall on
advice of counsel, reasonably determine would (1) result in the
imposition of material limitations on the ability of Alaska Gold or
Mueller Acquisition effectively to consummate the Merger, (2) have the
effect of rendering the Merger violative of any applicable law, or (3)
have a material adverse effect on the business, assets or financial
condition of the Surviving Corporation.

ARTICLE X

TERMINATION

SECTION 10.1. Termination. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time:

(a) by mutual written consent of Alaska Gold and Mueller
Acquisition after approval of their respective Board of Directors; or

(b) by either Alaska Gold or Mueller Acquisition after approval of
the Board of Directors of Alaska Gold or Mueller Acquisition, as the case
may be, if the Merger has not been consummated on or before December 1,
1995; provided, however, that neither party may terminate this Agreement
pursuant to this clause (b) if the failure of such party to fulfill any
of its obligations under this Agreement shall have been the reason that
the Merger shall not have been consummated on or before said date.

SECTION 10.2. Effect of Termination. If this Agreement is terminated
pursuant to Section 10.1, this Agreement shall become void and of no effect
with no liability on the part of any party hereto.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile or similar
writing) and shall be given:

<PAGE>21

(a) if to Alaska Gold to:

Alaska Gold Company
2959 North Rock Road
Wichita, Kansas 67226
Facsimile: (316) 636-6390

Attention: Gary L. Barker

(b) if to Mueller Acquisition to:

Mueller Acquisition Corporation
c/o Alaska Gold Company
2959 North Rock Road
Wichita, Kansas 67226
Facsimile: (316) 636-6390

Attention: William H. Hensley

or such other address or facsimile number as such party may hereafter specify
by notice to the other party hereto. Each such notice, request or other
communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section and
the appropriate confirmation is provided, (ii) if given via United States
mail, three days after such notice is deposited in the mail in a postage pre-
paid envelope, or (iii) if given by any other means, when delivered at the
address specified in this Section.

SECTION 11.2. Survival. None of the representations, warranties,
agreements or covenants contained herein shall survive the Effective Time
except for the agreements contained in Sections 1.3, 1.4, 1.5 and 8.3.

SECTION 11.3. Amendment. Subject to applicable law, any provision of
this Agreement may be amended by the parties hereto, by action of each of
their respective Board of Directors or by their respective officers duly
authorized by such Board of Directors, at any time prior to the Effective
Time. Any amendment to this Agreement shall be in writing signed by all the
parties hereto.

SECTION 11.4. Waiver. (a) At any time prior to the Effective Time,
Mueller Acquisition on the one hand, and Alaska Gold on the other hand, may
(i) extend the time for the performance of any agreement of the other party or
parties hereto, (ii) waive any accuracy in the representations and warranties
contained herein or in any document delivered pursuant hereto, or (iii) waive
compliance with any agreement or condition

<PAGE>22

contained herein; provided, however, that if such waiver would have the same
effect as any decrease of the amount or change in the type of the Merger
Consideration or any amendment to Article IX, Article X or Section 11.3
hereof, such waiver shall also be approved by the respective Board of
Directors of each of Alaska Gold and Mueller Acquisition. Any agreement on
the part of any party to any such extension or waiver shall be effective only
if set forth in a writing signed on behalf of such party and delivered to the
other parties.

(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

SECTION 11.5. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that no party may assign
or otherwise transfer any of its rights under this Agreement without the
consent of the other parties hereto.

SECTION 11.6. Governing Law. This Agreement shall be construed in
accordance with and governed by the internal laws of the State of Delaware
without regard to principles of conflict of laws.

SECTION 11.7. Integration. This Agreement embodies the entire agreement
and understanding among the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof.

SECTION 11.8. Headings and References. The headings of the Articles and
Sections of this Agreement are inserted for convenience only and shall not
constitute a part hereof.

SECTION 11.9. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto
shall have received counterparts hereof signed by the other party hereto.

<PAGE>23

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

ALASKA GOLD COMPANY

By:/s/ Gary L. Barker
Name: Gary L. Barker
Title: President

MUELLER ACQUISITION CORPORATION

By:/s/ William H. Hensley
Name: William H. Hensley
Title: President and Secretary

MUELLER INDUSTRIES, INC.

By:/s/ William H. Hensley
Name: William H. Hensley
Title: Vice President, General
Counsel and Secretary

<PAGE>1

Annex B

SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

<PAGE>2

Annex B

SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

262 APPRAISAL RIGHTS. (a) Any stockholder of a corporation of
this State who holds shares of stock on the date of the making of a demand
pursuant to subsection (d) of this section with respect to such shares, who
continuously holds such shares through the effective date of the merger or
consolidation, who has otherwise complied with subsection (d) of this section
and who has neither voted in favor of the merger or consolidation nor
consented thereto in writing pursuant to 228 of this title shall be entitled
to an appraisal by the Court of Chancery of the fair value of his shares of
stock under the circumstances described in subsections (b) and (c) of this
section. As used in this section, the word "stockholder" means a holder of
record of stock in a stock corporation and also a member of record of a
nonstock corporation; the words "stock" and "share" mean and include what is
ordinarily meant by those words and also membership or membership interest of
a member of a nonstock corporation; and the words "depository receipt" mean a
receipt or other instrument issued by a depository representing an interest in
one or more shares, or fractions thereof, solely of stock of a corporation,
which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class
or series of stock of a constituent corporation in a merger or consolidation
to be effected pursuant to 251, 252, 254, 257, 258, 263 or 264 of this
title:

(1) Provided, however, that no appraisal rights under this section
shall be available for the shares of any class or series of stock, which
stock, or depository receipts in respect thereof, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or consolidation,
were either (i) listed on a national securities exchange or designated as a
national market system security on an interdealer quotation system by the
National Association of Securities Dealers, Inc. or (ii) held of record by
more than 2,000 holders; and further provided that no appraisal rights shall
be available for any shares of stock of the constituent corporation surviving
a merger if the merger did not require for its approval the vote of the
holders of the surviving corporation as provided in subsection (f) of 251 of
this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal
rights under this section shall be available for the

<PAGE>3

shares of any class or series of stock of a constituent corporation if the
holders thereof are required by the terms of an agreement of merger or
consolidation pursuant to 251, 252, 254, 257, 258, 263 and 264 of this
title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock or depository receipts at the
effective date of the merger or consolidation will be either listed on a
national securities exchange or designated as a national market system
security on an interdealer quotation system by the National Association of
Securities Dealers, Inc. or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this paragraph;
or

d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts described
in the foregoing subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware
corporation party to a merger effected under 253 of this title is not owned
by the parent corporation immediately prior to the merger, appraisal rights
shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation
that appraisal rights under this section shall be available for the shares of
any class or series of its stock as a result of an amendment to its
certificate of incorporation, any merger or consolidation in which the
corporation is a constituent corporation or the sale of all or substantially
all of the assets of the corporation. If the certificate of incorporation
contains such a provision, the procedures of this section, including those set
forth in subsections (d) and (e) of this section, shall apply as nearly as is
practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal
rights are provided under this section is to be

<PAGE>4

submitted for approval at a meeting of stockholders, the corporation, not less
than 20 days prior to the meeting, shall notify each of its stockholders who
was such on the record date for such meeting with respect to shares for which
appraisal rights are available pursuant to subsections (b) or (c) hereof that
appraisal rights are available for any or all of the shares of the constituent
corporations, and shall include in such notice a copy of this section. Each
stockholder electing to demand the appraisal of his shares shall deliver to
the corporation, before the taking of the vote on the merger or consolidation,
a written demand for appraisal of his shares. Such demand will be sufficient
if it reasonably informs the corporation of the identity of the stockholder
and that the stockholder intends thereby to demand the appraisal of his
shares. A proxy or vote against the merger or consolidation shall not
constitute such a demand. A stockholder electing to take such action must do
so by a separate written demand as herein provided. Within 10 days after the
effective date of such merger or consolidation, the surviving or resulting
corporation shall notify each stockholder of each constituent corporation who
has complied with this subsection and has not voted in favor of or consented
to the merger or consolidation of the date that the merger or consolidation
has become effective; or

(2) If the merger or consolidation was approved pursuant to 228
or 253 of this title, the surviving or resulting corporation, either before
the effective date of the merger or consolidation or within 10 days
thereafter, shall notify each of the stockholders entitled to appraisal rights
of the effective date of the merger or consolidation and that appraisal rights
are available for any or all of the shares of the constituent corporation, and
shall include in such notice a copy of this section. The notice shall be sent
by certified or registered mail, return receipt requested, addressed to the
stockholder at his address as it appears on the records of the corporation.
Any stockholder entitled to appraisal rights may, within 20 days after the
date of mailing of the notice, demand in writing from the surviving or
resulting corporation the appraisal of his shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the appraisal
of his shares.

(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who
has complied with subsections (a) and (d) hereof and who is otherwise entitled
to appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.

<PAGE>5

Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the
requirements of subsections (a) and (d) hereof, upon written request, shall be
entitled to receive from the corporation surviving the merger or resulting
from the consolidation a statement setting forth the aggregate number of
shares not voted in favor of the merger or consolidation and with respect to
which demands for appraisal have been received and the aggregate number of
holders of such shares. Such written statement shall be mailed to the
stockholder within 10 days after his written request for such a statement is
received by the surviving or resulting corporation or within 10 days after
expiration of the period for delivery of demands for appraisal under
subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service
of a copy thereof shall be made upon the surviving or resulting corporation,
which shall within 20 days after such service file in the office of the
Register in Chancery in which the petition was filed a duly verified list
containing the names and addresses of all stockholders who have demanded
payment for their shares and with whom agreements as to the value of their
shares have not been reached by the surviving or resulting corporation. If
the petition shall be filed by the surviving or resulting corporation, the
petition shall be accompanied by such a duly verified list. The Register in
Chancery, if so ordered by the Court, shall give notice of the time and place
fixed for the hearing of such petition by registered or certified mail to the
surviving or resulting corporation and to the stockholders shown on the list
at the addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail
and by publication shall be approved by the Court, and the costs thereof shall
be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates
to submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings;

<PAGE>6

and if any stockholder fails to comply with such direction, the Court may
dismiss the proceedings as to such stockholder.

(h) After determining the stockholders entitled to an appraisal,
the Court shall appraise the shares, determining their fair value exclusive of
any element of value arising from the accomplishment or expectation of the
merger or consolidation, together with a fair rate of interest, if any, to be
paid upon the amount determined to be the fair value. In determining such
fair value, the Court shall take into account all relevant factors. In
determining the fair rate of interest, the Court may consider all relevant
factors, including the rate of interest which the surviving or resulting
corporation would have had to pay to borrow money during the pendency of the
proceeding. Upon application by the surviving or resulting corporation or by
any stockholder entitled to participate in the appraisal proceeding, the Court
may, in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to
subsection (f) of this section and who has submitted his certificates of stock
to the Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to
appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the
shares, together with interest, if any, by the surviving or resulting
corporation to the stockholders entitled thereto. Interest may be simple or
compound, as the Court may direct. Payment shall be so made to each such
stockholder, in the case of holders of uncertificated stock forthwith, and the
case of holders of shares represented by certificates upon the surrender to
the corporation of the certificates representing such stock. The Court's
decree may be enforced as other decrees in the Court of Chancery may be
enforced, whether such surviving or resulting corporation be a corporation of
this State or of any state.

(j) The costs of the proceeding may be determined by the Court and
taxed upon the parties as the Court deems equitable in the circumstances.
Upon application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

<PAGE>7

(k) From and after the effective date of the merger or
consolidation, no stockholder who has demanded his appraisal rights as
provided in subsection (d) of this section shall be entitled to vote such
stock for any purpose or to receive payment of dividends or other
distributions on the stock (except dividends or other distributions payable to
stockholders of record at a date which is prior to the effective date of the
merger or consolidation); provided, however, that if no petition for an
appraisal shall be filed within the time provided in subsection (e) of this
section, or if such stockholder shall deliver to the surviving or resulting
corporation a written withdrawal of his demand for an appraisal and an
acceptance of the merger or consolidation, either within 60 days after the
effective date of the merger or consolidation as provided in subsection (e) of
this section or thereafter with the written approval of the corporation, then
the right of such stockholder to an appraisal shall cease. Notwithstanding
the foregoing, no appraisal proceeding in the Court of Chancery shall be
dismissed as to any stockholder without the approval of the Court, and such
approval may be conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which
the shares of such objecting shareholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized
and unissued shares of the surviving or resulting corporation. (Last amended
by Ch. 262, L. '94, eff. 7-1-94.)

<PAGE>

PROXY

ALASKA GOLD COMPANY

Special Meeting of Shareholders December , 1995

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints GARY L. BARKER and RICHARD W. CORMAN, and each
of them, Proxies of the undersigned with power of substitution to each, to
vote all shares of Alaska Gold Company (the "Company") which the undersigned
is entitled to vote at the Special Meeting of Shareholders to be held on
December , 1995 at 9:00 a.m. local time at the offices of the Company at
2959 N. Rock Road, 5th Floor Conference Room, Wichita, Kansas 67226.

Continued on reverse side

<PAGE>

1.APPROVAL AND ADOPTION OF AGREEMENT AND PLAN OF MERGER. Approval and
adoption of the Agreement and Plan of Merger, dated as of September 1, 1995
(the "Merger Agreement"), among the Company, Mueller Acquisition Corporation
and Mueller Industries, Inc., as described in the Proxy Statement.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. TRANSACTION OF OTHER BUSINESS. Transaction of such other business as may
properly come before the meeting or any adjournments or postponements
thereof.

SHARES WILL BE VOTED AS DIRECTED EXCEPT THAT IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1. THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF THE COMPANY DATED ______,1995.

DATED: ___________________________, 1995

____________________________________
(Signature)

____________________________________
(Signature, if jointly held)

Title:_________________________________

Please sign exactly as your name appears on
your stock certificate. When shares are
held by joint tenants, both should sign.
When signing as an attorney, executor,
administrator, trustee or guardian, give
full title as such. If a corporation, sign
in full corporation name by President or
other authorized officer. If a
partnership, sign in partnership name by
authorized person. This Proxy votes all
shares in all capacities.

PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD PROMPTLY.