<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMERICAN PACIFIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
C. KEITH ROOKER
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
[_] 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:
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(4) Date Filed:
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Notes:
<PAGE>
AMERICAN PACIFIC CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 12, 1996
Notice is hereby given that the Annual Meeting of the Stockholders of
American Pacific Corporation (the "Company") will be held at the Sheraton Desert
Inn Casino & Resort, 3145 S. Las Vegas Boulevard, Las Vegas, Nevada, on March
12, 1996, at 10:30 a.m. local time, for the following purposes:
1. To elect three Class B Directors to serve for a term of three
years expiring in 1999 and thereafter until their successors are duly elected
and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Reference is made to the accompanying Proxy Statement for more
complete information concerning the foregoing matters. The Board of Directors
has fixed the close of business on Friday, February 9, 1996, as the date as of
which the stockholders who are entitled to notice of, and to vote at, said
meeting and any adjournment or adjournments thereof, are to be identified. Only
persons who were stockholders of record as of the close of business on February
9, 1996 are entitled to notice of and to vote at the meeting and any
adjournments thereof.
All stockholders of the Company are cordially invited to attend the
meeting in person. However, to assure that each stockholder's vote is counted
at the meeting, stockholders are requested to mark, sign, date and return the
enclosed proxy as promptly as possible in the envelope provided. Stockholders
who attend the Annual Meeting may vote in person at the Annual Meeting even if
they have previously returned a proxy. If you receive more than one proxy
because your shares are registered in different names or at different addresses,
please sign and return each such proxy so that all of your shares may be
represented at the Annual Meeting.
By Order of the Board of Directors
C. Keith Rooker, Secretary
February 12, 1996
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
OF
AMERICAN PACIFIC CORPORATION
3770 HOWARD HUGHES PARKWAY, SUITE 300
LAS VEGAS, NEVADA 89109
(702) 735-2200
The enclosed proxy is solicited on behalf of the Board of Directors of
American Pacific Corporation, a Delaware Corporation (the "Company"), for use at
the Company's Annual Meeting of Stockholders (the "Annual Meeting") to be held
on Tuesday, March 12, 1996, at 10:30 a.m., local time, or at any adjournment(s)
thereof. The Annual Meeting will be held at the Sheraton Desert Inn Casino &
Resort, 3145 S. Las Vegas Boulevard, Las Vegas, Nevada. This Proxy Statement
was first mailed to Stockholders of the Company on or about February 12, 1995,
accompanied by the Company's Annual Report to Stockholders for the fiscal year
ended September 30, 1995.
At the Annual Meeting, the following matters will be considered and voted
on:
1. Proposal No. 1. Election of three Class B Directors to hold office
--------------
until the 1999 Annual Meeting of Stockholders and thereafter until their
successors shall have been duly elected and qualified;
2. Such other business as may properly come before the Annual Meeting.
The Board of Directors recommends that stockholders vote for Proposal
No. 1. Officers and Directors of the Company collectively owning, directly or
indirectly, 827,527 shares, or 9.8 percent, of the Company's $.10 par value
common stock (the "Common Stock") as of February 9, 1996, have indicated that
they intend to vote in favor of Proposal No. 1. The Company's principal
executive offices are located at 3770 Howard Hughes Parkway, Suite 300, Las
Vegas, Nevada 89109, and its telephone number is (702) 735-2200.
QUORUM AND VOTING RIGHTS
Stockholders of record as of the close of business on February 9, 1996 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. On
February 9, 1996 8,105,621 shares of the Company's common stock, par value $.10
per share were issued and outstanding. Each share has one vote on all matters.
The presence, in person or by proxy, of the holders of a majority of the
outstanding Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting.
1
<PAGE>
SOLICITATION OF PROXIES
The solicitation of Proxies pursuant to this Proxy Statement will be made
primarily by mail. In addition, officers, employees and other representatives
of the Company and its subsidiary corporations, without compensation, may
solicit proxies by telephone, telegraph, facsimile transmission, mail or
personal interview. Arrangements will also be made with banks, brokerage firms
and others to forward solicitation materials to the beneficial owners of shares
held of record by them. The total cost of the solicitation process, including
the reimbursement of the expenses of brokers and nominees, will be borne by the
Company.
VOTING AND REVOCATION OF PROXIES; ADJOURNMENT
Shares represented by valid proxies received by the Company will be voted
in accordance with the specifications made therein by the stockholder. Any
valid proxy that does not specify otherwise will (unless the proxy is validly
revoked) be voted "for" the election of the persons nominated as Class B
Directors, and in the discretion of the proxy holders, on such other matters as
may properly come before the Annual Meeting. Proposal No. 1 requires the
affirmative vote of 80% of the shares of Common Stock present and voting at the
Annual Meeting. According to the Bylaws of the Company, in the event that
Proposal No. 1 does not receive the affirmative vote of 80% of such shares
present and voting, the incumbent Directors will remain in office until the next
annual meeting, at which time both the Class B Directors and the Class C
Directors will stand for election. The Bylaws of the Company require that a
majority of the outstanding shares be present at the meeting, either in person
or by proxy.
The Board of Directors does not know of any matters to be considered at the
Annual Meeting other than the Proposal for election of Class B Directors as
described above. A stockholder may revoke any proxy given pursuant to this
solicitation by attending the Annual Meeting and voting in person, or by
delivering to the Company's corporate secretary at the Company's principal
executive offices identified above prior to the Annual Meeting a written notice
of revocation or a duly executed proxy bearing a later date than that of the
previous proxy. The mere presence of a stockholder at the Annual Meeting will
not revoke a proxy previously given.
In the event that sufficient votes in favor of Proposal No. 1 or any other
agenda items are not received by the date of the Annual Meeting, the persons
named as proxies may propose one or more adjournments of the Annual Meeting to
permit further solicitation of proxies. Any such adjournments will require the
affirmative vote of the holders of a majority of the Common Stock present in
person or by proxy at the Annual Meeting, whether or not a quorum is present.
The persons named as proxies will vote in favor of any such proposed
adjournments.
2
<PAGE>
PROPOSAL NO. 1--ELECTION OF CLASS B DIRECTORS
On January 23, 1996 the Board of Directors nominated the following persons,
all of whom are presently Directors, for re-election to serve in the class and
for the term indicated below, and until their respective successors have been
elected and qualified:
<TABLE>
<CAPTION>
To Serve Until
Name Class of Director Annual Meeting in
------ ----------------- -----------------
<S> <C> <C>
Norval F. Pohl B 1999
C. Keith Rooker B 1999
Jane L. Williams B 1999
</TABLE>
The Company's Certificate of Incorporation provides that the Company's
Board of Directors is divided into three classes of not less than one nor more
than four Directors. The Company's Board of Directors presently consists of
four Class A Directors, three Class B Directors, and three Class C Directors.
One Class of Directors is elected annually. Directors in a Class are elected
for a term of office of three years and thereafter until a successor is duly
elected and qualified. The term of office of each Director normally expires at
the third annual meeting of stockholders following election.
The Board of Directors recommends that the stockholders vote "for" the
above-named nominees. It is intended that the persons named in the accompanying
proxy will vote for the election of those persons unless the stockholder giving
the proxy withholds authority to vote for one or more of them. The Board of
Directors believes that each of the nominees will be available and able to serve
as a Director, but if for any reason any of them is not, the persons named as
proxy may exercise discretionary authority to vote for a substitute nominee (or
substitute nominees) proposed by the Board of Directors. Proxies cannot be
voted for a number of persons greater than the number of Class B nominees named
herein.
Information concerning the Directors of the Company, including the
nominees, is set forth in the table that follows. This table also indicates the
number of shares of Common Stock beneficially owned by each Director, or that
such Director has the right to vote or the right to acquire within sixty days
after February 9, 1996, and by all of the Directors and executive officers of
the Company as a group, as of February 9, 1996.
3
<PAGE>
<TABLE>
<CAPTION>
Stock
Ownership
Amount & Nature
Director of Beneficial Percent
Name Age Since Title of Class Ownership of Class
=====================================================================================================
<S> <C> <C> <C> <C> <C>
NOMINEES FOR ELECTION
CLASS B DIRECTORS
(TERM OF OFFICE EXPIRES IN 1996)
Norval F. Pohl 52 1986 Common Stock 7,500 (1) (2)
C. Keith Rooker 58 1988 Common Stock 114,371 (4) 1.4%
Jane L. Williams 57 1993 Common Stock 5,000 (1) (2)
CONTINUING MEMBERS OF THE BOARD
CLASS A DIRECTORS
(TERM OF OFFICE EXPIRES IN 1998)
Thomas L. War 81 1985 Common Stock 24,174 (1) (2)
Thomas A. Turner 70 1986 Common Stock 27,633 (1) (2)
John R. Gibson 58 1988 Common Stock 41,382 (3) (2)
Charles H. Feltz 79 1993 Common Stock 5,000 (1) (2)
CLASS C DIRECTORS
(TERM OF OFFICE EXPIRES IN 1997)
Fred D. Gibson, Jr. 68 1982 Common Stock 442,812 (5) 5.3%
Victor M. Rosenzweig 57 1988 Common Stock 6,400 (1) (2)
Berlyn D. Miller 58 1993 Common Stock 6,655 (1) (2)
All Directors and executive
officers as a group
(13 persons) Common Stock 827,527 (6)(7) 9.8%
</TABLE>
(1) Includes with respect to each such Director, 5,000 shares of Common
Stock subject to options, which options are exercisable within 60 days after
February 9, 1996.
(2) Less than 1%.
(3) Includes with respect to Mr. John R. Gibson 15,000 shares subject to
options, which options are exercisable within 60 days after February 9, 1996.
(4) Includes with respect to Mr. Rooker 68,000 shares subject to options,
which options are exercisable within 60 days after February 9, 1996.
4
<PAGE>
(5) Includes with respect to Mr. Fred D. Gibson, Jr., 45,000 shares subject
to options, which options are exercisable within 60 days after February 9, 1996.
(6) Includes with respect to all Directors and officers as a group, an
aggregate of 305,000 shares of Common Stock subject to options, which options
are exercisable by such persons within 60 days after February 9, 1996. Does not
include with respect to all Directors and officers as a group, an additional
10,000 shares of Common Stock subject to options not exercisable within 60 days
after February 9, 1996.
(7) Each Director and officer exercises sole voting and investment power
with respect to the Common Stock indicated as beneficially owned by him.
THE DIRECTORS
NORVAL F. POHL has been a Director of the Company since 1986. Dr. Pohl has
also been a Director of Western Electrochemical Company, the Company's principal
operating subsidiary, since 1989. Dr. Pohl is the Vice President of Finance and
Administration of the University of Nevada Las Vegas, a position he has held for
more than five years. Dr. Pohl is also a Director of the Flagstaff Institute,
in Flagstaff, Arizona.
C. KEITH ROOKER has been a Director of the Company since 1988. Mr. Rooker
has been an Executive Vice President of the Company since 1988, and has been a
Vice President and the Secretary and General Counsel of the Company since 1985.
JANE L. WILLIAMS was elected a Director of the Company in November, 1993.
Ms. Williams has also been a Director of Western Electrochemical Company, the
Company's principal operating subsidiary, since 1989. Ms. Williams is the
President, Chairman and Chief Executive Officer of TechTrans International, of
Houston, Texas, a position she has held for two years. Before founding
TechTrans International, Ms. Williams was a consultant to businesses in the
aerospace industry for more than five years.
THOMAS L. WAR has been a Director of the Company since 1985. Prior to his
retirement Mr. War was an Executive Vice President of the Company, a position
Mr. War held for more than five years.
THOMAS A. TURNER has been a Director of the Company since 1986. Before his
retirement Mr. Turner was an officer and director of JMA Architects & Engineers,
Inc., of Las Vegas, Nevada, for more than five years.
JOHN R. GIBSON has been a Director of the Company since 1988. Mr. Gibson
has been the Company's Vice President--Engineering & Operations since March,
1992. Prior to that time Mr. Gibson
5
<PAGE>
was the Director of Modernization of USS-POSCO Industries, a fabricator of steel
products, a position Mr. Gibson held for more than five years. Mr. Gibson is a
brother of Fred D. Gibson, Jr.
CHARLES H. FELTZ was elected a Director of the Company in November, 1993.
Mr. Feltz has also been a Director of Western Electrochemical Company, the
Company's principal operating subsidiary, since 1989. Prior to his retirement
Mr. Feltz was an executive of Rockwell International Corporation.
FRED D. GIBSON, JR. has been a Director of the Company since 1982 and
became Chairman of the Board of Directors and President and Chief Executive
Officer of the Company in 1985. Mr. Gibson also serves as the Chairman and
Chief Executive Officer of all of the Company's subsidiary corporations. Mr.
Gibson has been a Director of Nevada Power Company for more than five years.
Mr. Gibson is a brother of John R. Gibson, a Director of the Company.
VICTOR M. ROSENZWEIG has been a Director of the Company since 1988. He
also served as a Director of the Company and as the Company's general counsel
prior to September, 1985. Mr. Rosenzweig has been a Partner in the New York,
New York law firm Olshan Grundman Frome & Rosenzweig, LLP for more than five
years. The Company has retained and proposes to retain this law firm during the
current fiscal year.
BERLYN D. MILLER was elected a Director of the Company in November, 1993.
Mr. Miller has also been a Director of Western Electrochemical Company, the
Company's principal operating subsidiary, since 1989. Mr. Miller is the
Chairman, President and Chief Executive Officer of ACME Electric, of Las Vegas,
Nevada, a position he has held for more than five years. Mr. Miller is also a
Director of First Interstate Bank of Nevada, N.A.
STANDING COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has established several standing
committees to assist the Board of Directors in its functions, namely, the
Executive Committee, the Audit Committee, the Management and Compensation
Committee, the Stock Option Committee, and the Pension Plan Committee. The
membership and functions of these committees are described below.
EXECUTIVE COMMITTEE. The Executive Committee is presently composed of Fred
D. Gibson, Jr., Chairman, C. Keith Rooker, Thomas A. Turner, and Berlyn D.
Miller. The Executive Committee is authorized to exercise the power and
authority of the Board of Directors with respect to the business of the Company
to the extent permitted by the General Corporation Law of the State of Delaware.
The Executive Committee operates on a standby basis when it is impractical for
the Board of Directors to meet or to act by consent in the absence of a meeting.
The Executive Committee held no meetings during the Company's fiscal year ended
September 30, 1995.
AUDIT COMMITTEE. The Audit Committee is presently composed of Thomas L.
War, Chairman, and Norval F. Pohl, Victor M. Rosenzweig, Charles H. Feltz,
Berlyn D. Miller, Thomas A. Turner
6
<PAGE>
and Jane L. Williams. The functions of the Audit Committee include making
recommendations to the full Board of Directors concerning the engagement of the
Company's independent public accountants, reviewing with the independent public
accountants the results of the audit engagement, and reviewing the independence
of the independent public accountants. In addition, the Audit Committee may
review and represent the Board of Directors with respect to transactions
involving management and related parties. The Audit Committee held four meetings
during the Company's fiscal year ended September 30, 1995.
MANAGEMENT AND COMPENSATION COMMITTEE. The Management and Compensation
Committee is presently composed of Thomas A. Turner, Chairman, and Norval F.
Pohl, Berlyn D. Miller, Jane L. Williams and Charles H. Feltz. Fred D. Gibson,
Jr. acts as an ex officio member. The functions of the Management and
Compensation Committee include providing independent review of and making
recommendations to the Board of Directors concerning the remuneration
arrangements for senior management, executive officers and Directors,
recommending compensation plans in which senior management and executive
officers are eligible to participate, and assuring the development of management
skills essential to the affairs of the Company. The Management and Compensation
Committee held one meeting during the Company's fiscal year ended September 30,
1995.
STOCK OPTION COMMITTEE. The Stock Option Committee is presently composed
of Norval F. Pohl, Chairman, and Thomas L. War, Thomas A. Turner, Victor M.
Rosenzweig and Berlyn D. Miller. The Stock Option Committee administers the
Company's incentive and nonqualified stock option plans and makes final
decisions, subject to review by the full Board of Directors, concerning stock
options to be granted under the Company's stock option plans. The Stock Option
Committee held two meetings during the Company's fiscal year ended September 30,
1995.
PENSION PLAN COMMITTEE. The Pension Plan Committee presently consists of
Victor M. Rosenzweig, Chairman, Thomas L. War, John R. Gibson, Fred D. Gibson,
Jr., C. Keith Rooker, Charles H. Feltz and Jane L. Williams. The Pension Plan
Committee administers the Company's defined benefit pension and employee stock
ownership plans and oversees the performance of managers of pension plan assets.
The Pension Plan Committee held one meeting during the Company's fiscal year
ended September 30, 1995.
ENVIRONMENTAL OVERSIGHT COMMITTEE. Effective January 23, 1996, this
Committee consists of Berlyn D. Miller, Chairman, Thomas A. Turner, Charles H.
Feltz, Jane L. Williams and Norval F. Pohl. The Environmental Oversight
Committee oversees the Company's compliance with applicable environmental
standards, statutes and regulations.
A total of eight regularly scheduled and special meetings of the Company's
Board of Directors was held during the Company's fiscal year ended September 30,
1995. All Directors attended at least 75 percent of the aggregate of the total
number of such meetings and of the total number of meetings by all committees of
the Board of Directors on which each Director served that were held during the
period of time each was a Director.
7
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS
The Company's Chief Executive Officer and its other executive officers who
were serving as executive officers as of September 30, 1995 are as follows:
<TABLE>
<CAPTION>
Name Age Officer Since Position
- ---- --- ------------- --------
<S> <C> <C> <C>
Fred D. Gibson, Jr. 68 1982 Director, Chairman of the
Board, Chief Executive
Officer and President.
Chairman and Chief
Executive Officer of each
of the Company's
Subsidiary Corporations.
Mr. Gibson and John R.
Gibson are brothers.
C. Keith Rooker 58 1985 Executive Vice President,
General Counsel and
Secretary
Joseph W. Cuzzupoli 59 1992 Senior Vice President
James J. Peveler 59 1985 President of Western
Electrochemical Company,
the Company's principal
operating subsidiary
David N. Keys 39 1989 Vice President, Chief
Financial Officer and
Treasurer
John R. Gibson 58 1992 Vice President--
Engineering & Operations
</TABLE>
Except as noted in this Proxy Statement with respect to Messrs. Fred D.
Gibson, Jr. and John R. Gibson, there is no family relationship between any of
the Directors or named executive officers. All officers are elected annually by
the Board of Directors and serve at the pleasure of the Board of Directors, or
until their respective successors have been duly elected and qualified.
For information concerning the positions and backgrounds of FRED D. GIBSON,
JR., C. KEITH ROOKER and JOHN R. GIBSON, see "The Directors," above.
JOSEPH W. CUZZUPOLI has been Senior Vice President of the Company since
January, 1992. Beginning in 1988, Mr. Cuzzupoli acted as a consultant to the
Company. Mr. Cuzzupoli was previously a consultant to companies in the
aerospace industry for more than five years.
JAMES J. PEVELER has been the President of Western Electrochemical Company
since 1989. Prior to that time Mr. Peveler was a Vice President of the Company
and its Chief Financial Officer, positions Mr. Peveler had held since 1985.
8
<PAGE>
DAVID N. KEYS has been a Vice President of the Company and its Chief
Financial Officer and Treasurer since 1989. Prior to that time Mr. Keys was an
accountant with Deloitte, Haskins & Sells (now Deloitte & Touche) for more than
five years. Mr. Keys is a director of Norwest Bank Nevada. Mr. Keys is also a
member of the West Coast Advisory Board of Directors of Protection Mutual
Insurance Company.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning the
compensation paid or accrued by the Corporation and its subsidiaries to or on
behalf of the Company's Chief Executive Officer and its four most highly
compensated executive officers other than the Chief Executive Officer (the
"Named Executive Officers").
<TABLE>
<CAPTION>
Annual Compensation (1) Long-Term Compensation
------------------------------------------------- ----------------------
Awards
----------------------
Name and Other Annual Securities Underlying
Principal Position Year Salary ($) Bonus ($) Compensation($) Options (#)
- ----------------------------- ---- ------------- -------- --------------- ----------------------
<S> <C> <C> <C> <C> <C>
FRED D. GIBSON, JR. (2) 1995 421,451 --- --- 35,000
Chairman of the Board, Chief 1994 382,419 --- --- ---
Executive Officer and 1993 366,362 --- --- ---
President
C. KEITH ROOKER 1995 339,101 --- --- 25,000
Executive Vice President, 1994 333,435 --- --- ---
Secretary and General 1993 329,332 --- --- ---
Counsel
JOSEPH W. CUZZUPOLI (3) 1995 258,946 --- --- 20,000
Senior Vice President 1994 251,501 --- --- ---
1993 243,406 --- --- 75,000
JAMES J. PEVELER 1995 166,200 --- --- 12,000
President of Western 1994 163,000 --- --- ---
Electrochemical Company 1993 157,733 --- --- ---
DAVID N. KEYS 1995 154,100 --- --- 20,000
Vice President and Chief 1994 151,100 --- --- ---
Financial Officer 1993 146,200 --- --- ---
</TABLE>
9
<PAGE>
(1) The Company provides automobiles for certain of its executive
officers. These Company automobiles are used primarily for business purposes,
and any personal use of an officer's assigned automobile is treated as
additional compensation to the officer. After reasonable inquiry, the Company
has concluded that the aggregate amount of such compensation does not exceed the
lesser of either $50,000 or 10 percent of the total of annual salary and bonus
reported for the named executive officers.
(2) Mr. Gibson's annual cash compensation was reduced at his request by
$125,000 to $281,800 annually for the period June through December 1993. The
cash compensation reported for Mr. Gibson does not include compensation in the
amount of $150,250, $144,933 and $140,233 paid during the Company's fiscal years
ended September 30, 1995, 1994 and 1993, respectively, to Mr. Gibson's son, Fred
D. Gibson, III, who became the president of a subsidiary of the Company in
March, 1993, and previously was an assistant secretary and associate general
counsel to the Company. Nor does the cash compensation reported for Mr. Gibson
include compensation in the amount of $148,140, $142,900 and $138,300,
respectively, paid to Mr. Gibson's brother, John R. Gibson, who is a Director
and the Company's Vice President--Engineering & Operations, during the Company's
fiscal years ended September 30, 1995, 1994 and 1993. Nor does the cash
compensation reported for Mr. Gibson include amounts paid by the Company and its
subsidiary corporations to Mr. Gibson's sister, who is an officer of Western
Electrochemical Company, the Company's principal operating subsidiary.
(3) The cash compensation reported for Mr. Cuzzupoli does not include
consulting fees paid to Mr. Cuzzupoli's son, who acts as a consultant to the
Company and its subsidiary corporations at the total rate of $5,400 per month.
EMPLOYMENT AGREEMENTS
Mr. Rooker is employed under an employment agreement with the Company and
provides legal services as general counsel pursuant to a retainer agreement with
the Company. The employment and retainer agreements provide for the
compensation disclosed above. The term of Mr. Rooker's employment and retainer
agreements is five years (from June 1, 1986), extending automatically, in the
absence of notice to the contrary, from year to year up to age 65. Any
termination by the Company of the employment agreement and the retainer
agreement, without good cause, entitles Mr. Rooker to receive all compensation
to which he is entitled under the employment and retainer agreements for the
then-remaining term of the agreements. A termination without good cause
includes, unless Mr. Rooker accepts such changes in writing, a reduction in
title, a substantial change in duties, a relocation, or any change in the chief
executive officer of the Company or of a majority of its Board of Directors.
Mr. Keys is employed under an employment agreement entered into in
December, 1994 providing for a base salary of $154,100. The agreement provides
for a term of three years, extending automatically, in the absence of notice to
the contrary, from year to year up to age 65. Any termination by the Company of
the employment agreement without good cause entitles Mr. Keys to receive all
10
<PAGE>
compensation to which he would be entitled under the employment agreement for
the then-remaining term of the agreement. A termination without good cause
includes, unless Mr. Keys accepts such changes in writing, a reduction in title,
a substantial change in duties, or a relocation.
STOCK OPTION PLANS
The Company's Board of Directors adopted the American Pacific Corporation
1991 Nonqualified Stock Option Plan (the "1991 Plan") on September 24, 1991.
The 1991 Plan provides for the grant of options with respect to an aggregate of
500,000 shares of Common Stock. Options granted under the 1991 Plan are not
intended to qualify for treatment as incentive stock options under Section 422A
of the Internal Revenue Code. The 1991 Plan was approved by a vote of the
stockholders of the Company on March 3, 1992. Under the 1991 Plan, options to
purchase shares of Common Stock may be granted to key employees, including
employees who are also Directors of the Company or of any of its subsidiaries.
As of September 30, 1995 options with respect to an aggregate of 206,000 shares
of Common Stock had been granted and were outstanding under the 1991 Plan. On
December 12, 1994 options in respect of 186,000 shares were granted pursuant to
the 1991 Plan at an exercise price of $7.50 per share, 132,000 of which were
granted to executive officers, and 54,000 of which were granted to key employees
who were not executive officers. Previously-granted options with respect to
75,000 shares held by these non-executive employees were canceled
contemporaneously. On August 8, 1995 options in respect of 20,000 shares were
granted to an executive officer pursuant to the 1991 Plan at an exercise price
of $5.625. As of February 9, 1996 options in respect of 294,000 shares of
Common Stock were available for grant under the 1991 Plan.
The American Pacific Corporation 1988 Nonqualified Stock Option Plan (the
"1988 Nonqualified Plan") and the 1988 Incentive Stock Option Plan
(collectively, the "1988 Plans") were adopted by the Board of Directors
effective on May 10, 1988, and were approved by stockholders of the Company on
March 7, 1989. The 1988 Plans expired on December 31, 1993. Accordingly, no
additional options may be granted under the 1988 Plans, although options granted
prior to that date continue to be exercisable in accordance with their terms.
As of September 30, 1995, options with respect to an aggregate of 63,000 shares
of Common Stock were outstanding under the 1988 Plans.
The American Pacific Corporation Incentive Stock Option Plan for Key
Employees--1982 became effective March 19, 1982 (the "1982 Plan"). The 1982
Plan expired on January 25, 1992. Accordingly, no additional options may be
granted under the 1982 Plan, although options granted prior to that date
continue to be exercisable in accordance with their terms. As of September 30,
1995, options with respect to an aggregate of 10,000 shares of Common Stock were
outstanding under the 1982 Plan.
In addition to the options outstanding under the above-described stock
option plans, on December 12, 1994 the Company granted stock options in respect
of an aggregate of 35,000 shares of Common Stock to its seven non-management
directors pursuant to a non-discretionary plan under which 40,000 shares were
reserved. All of such options are currently exercisable. The Company had
previously
11
<PAGE>
granted options in respect of a total of 175,000 shares to two of its named
executive officers. These options were granted pursuant to separate stock
option agreements and not pursuant to any of the Company's stock option plans.
Of the 175,000 options granted to the two named executive officers, 100,000
options were outstanding as of September 30, 1995.
All of the Company's stock option plans are administered by the Stock
Option Committee of the Board of Directors. The Board of Directors and/or the
Stock Option Committee determines the types of options, identifies who shall
receive options, the number of shares of Common Stock that may be purchased
under options, the time and manner of exercise of options, and the exercise
prices of options. The exercise price of options may not be less than 100% of
the fair market value of the underlying shares of Common Stock on the date of
grant. The maximum term of each option is five years from the date an option
first becomes exercisable. Payment for shares purchased upon exercise of
options may be made in cash, by delivery of shares of Common Stock previously
owned, or in other forms approved by the Stock Option Committee.
In the event of a change in the number of outstanding shares of Common
Stock, or in the event of another change affecting the Common Stock, such as a
stock split, merger, consolidation, or declaration of a stock dividend, an
appropriate adjustment will be made in the terms and conditions of options
issued under the 1991 Plan and the 1988 Plans, and an appropriate adjustment
will be made in the number of shares subject to options issued under the 1982
Plan. Under the 1991 Plan and the 1988 Plans, if the Company sells all or
substantially all of its assets or stock by way of a sale, merger,
consolidation, reorganization or liquidation, options granted under such Plans
become immediately exercisable until the transaction is consummated. An option
may not be transferred other than by will or by the laws of descent and
distribution, and during the lifetime of the option holder may be exercised only
by the option holder or his legal representative. Options granted under all
plans, and outstanding options granted other than under plans, may be exercised
only while the optionee is employed by the Company (or, in the case of
independent directors, while the optionee holds office as a director) and for 90
days thereafter unless termination of employment or directorship results from
death of the optionee, in which case the options may be exercised within six
months after the date of death.
The following tables provide information with respect to the Named
Executive Officers, concerning the grant of options and exercise of options
during the Company's fiscal year ended September 30, 1995, and unexercised
options as of September 30, 1995:
12
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
<TABLE>
<CAPTION>
Potential Realized Value
at Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
----------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Name and Options Granted Employees in Base Price Expiration
Principal Position (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FRED D. GIBSON, JR. 17,500 8.5% $ 7.50 12/12/99 $36,225 $ 80,150
Chairman of the Board, Chief 17,500 8.5% $ 7.50 12/12/00 $44,625 $101,325
Executive Officer
and President
C. KEITH ROOKER 12,500 6.1% $ 7.50 12/12/99 $25,875 $ 57,250
Executive Vice President, 12,500 6.1% $ 7.50 12/12/00 $31,875 $ 72,375
Secretary and General
Counsel
JOSEPH W. CUZZUPOLI 10,000 4.9% $5.625 08/08/00 $15,600 $ 34,400
Senior Vice President 10,000 4.9% $5.625 08/08/01 $19,100 $ 43,500
JAMES J. PEVELER 6,000 2.9% $ 7.50 12/12/99 $12,420 $ 27,480
President of Western 6,000 2.9% $ 7.50 12/12/00 $15,300 $ 34,740
Electrochemical Company
DAVID N. KEYS 10,000 4.9% $ 7.50 12/12/99 $20,700 $ 45,800
Vice President and Chief 10,000 4.9% $ 7.50 12/12/00 $25,500 $ 57,900
Financial Officer
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
--------------------------------
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year-end at Fiscal Year-end
(#) ($)
--------------------- --------------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- -------- --------------- ------------ --------------------- --------------------
<S> <C> <C> <C> <C>
Fred D. Gibson, Jr. --- --- 45,000 / 0 0 / 0
C. Keith Rooker --- --- 68,000 / 0 $64,500 / 0
Joseph W. Cuzzupoli --- --- 60,000 / 10,000 0 / 0
James J. Peveler --- --- 12,000 / 0 0 / 0
David N. Keys --- --- 70,000 / 0 0 / 0
</TABLE>
13
<PAGE>
RETIREMENT BENEFITS
Under the Company's defined benefit pension plan, eligible employees,
including employees who are Directors and executive officers, are entitled to
receive a pension benefit based upon their years of service and their "average
compensation." The term "average compensation" is defined to be the average of
the employee's earnings for the five consecutive years of employment during
which the employee's compensation was the highest, subject to applicable
limitations provided by law. Prior to January 1, 1994 the applicable limitation
on compensation was $200,000, adjusted for inflation. During the calendar year
1993 the $200,000 figure, adjusted for inflation, amounted to $235,840. Tax
legislation that became effective on January 1, 1994 reduced this figure to
$150,000, subject to adjustment for inflation in future years. The annual
retirement benefit provided under the plan is two percent of each employee's
"average compensation," plus 0.65 percent of each employee's "average
compensation" in excess of the applicable social security wage base, for each
year of service, up to 20. The social security wage base is derived from social
security tables and depends upon each individual's year of birth. The maximum
benefit under the defined benefit pension plan is limited to the lesser of 100
percent of average compensation or the sum of $90,000, as adjusted for
inflation. The $90,000 limitation, adjusted for inflation, amounted to $120,000
for the calendar year 1995. Employees become vested in their pension benefits
as they complete years of service in the employ of the Company or its subsidiary
corporations, and are fully vested after seven years of service with the Company
and its subsidiary corporations.
The following table presents the noncontributory annual benefits payable
for life under the Company's pension plan to employees, assuming normal
retirement at age 65 during the Company's current fiscal year under a single
life annuity. The amounts shown below represent the application of the pension
plan formula to the amounts of compensation and years of service shown. The
amounts shown below do not include social security benefits upon retirement.
Nor does the Company's pension plan give credit for years of service in excess
of 20. Benefits payable under the pension plan must be in compliance with the
applicable guidelines or maximums prescribed in the Employee Retirement Income
Security Act of 1974, as currently stated or as adjusted from time to time. The
amounts shown below do not anticipate future changes in salary levels or
inflation. All benefits shown are for an employee born in 1930 (age 65 in
1995). Benefits for employees born later may be lower.
PENSION PLAN TABLE
------------------
<TABLE>
<CAPTION>
Years of Service
-----------------------------
Average Compensation 15 20 25
- -------------------- ------- ------- -------
<S> <C> <C> <C>
$ 125,000 $47,465 $63,286 $63,286
150,000 57,402 76,536 76,536
175,000 57,402 76,536 76,536
200,000 57,402 76,536 76,536
</TABLE>
14
<PAGE>
The credited years of service under the pension plan as of September 30,
1995 for each of the Company's named executive officers is follows: Fred D.
Gibson, Jr., 39 years; C. Keith Rooker, 10 years; Joseph W. Cuzzupoli, 4 years;
James J. Peveler, 13 years; and David N. Keys, 6 years.
On November 7, 1994, the Board of Directors of the Company adopted the
American Pacific Corporation Supplemental Executive Retirement Plan (the
"SERP"). The SERP is designed to provide retirement benefits to designated
executives to supplement the retirement benefits provided by the Company's
pension plan. Fred D. Gibson, Jr., the Company's Chairman, President, and Chief
Executive Officer is the sole participant in the SERP at this time. The SERP
provides for retirement benefits (inclusive of benefits payable under the
Company's pension plan) equal to three percent of average annualized
compensation during the 36 months of highest compensation ("Final Average
Compensation") for service up to 15 years, plus one and one-half percent of
Final Average Compensation for years of service exceeding 15 years, but not more
than 35 years. Mr. Gibson has been employed by the Company for more than 35
years, and therefore is entitled to the maximum annual benefit payable under the
terms of the SERP, totaling 75 percent of Final Average Compensation. As of
September 30, 1995, Mr. Gibson's Final Average compensation equaled $392,061.
Using this figure as Final Average Compensation, Mr. Gibson's annual SERP
benefit, in addition to the pension reflected in the table above, is $157,853.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
On September 28, 1994 Mr. Rooker borrowed the sum of $96,875 from the
Company. Mr. Rooker used the amount borrowed to pay the exercise price of
25,000 options previously granted to him pursuant to the Company's 1988
Incentive Stock Option Plan. Mr. Rooker's loan is evidenced by an unsecured
promissory note that bears interest at the prime rate and is payable on demand.
As of December 31, 1995 the balance owing by Mr. Rooker under the promissory
note, including accrued interest, was $107,367. This borrowing requires Mr.
Rooker to make payments at least equal to accruing interest on a scheduled
basis.
During 1994 the Company loaned an aggregate of $552,592 to Fred D. Gibson,
Jr., Chairman, President, and Chief Executive Officer of the Company. Mr.
Gibson's loan is evidenced by an unsecured promissory note that bears interest
at the prime rate and is payable on demand. As of December 31, 1995, the
balance owing by Mr. Gibson under the promissory note, including accrued
interest, was $468,252.
Under the terms of a secured loan agreement, the Company loaned to
TechTrans International, Inc., a Texas corporation of which Jane L. Williams, a
Director of the Company, is the President, Chairman of the Board and Chief
Executive Officer and a 100 percent owner, the total sum of $220,000. The loan
agreement permits the Company to make additional advances. The loan bears
interest at two percent above the prime rate, and is due and payable upon
demand. As of December 31, 1995 the total balance owing under the loan
agreement, including accrued interest, was $100,892.
15
<PAGE>
On June 16, 1993 James J. Peveler borrowed the sum of $100,000 from the
Company. On September 27, 1993 Mr. Peveler borrowed an additional $40,000. Mr.
Peveler's loans are evidenced by his unsecured promissory notes payable to the
Company, which bear interest at the prime rate and are repayable upon demand.
As of December 31, 1995 the total balance owing by Mr. Peveler in respect of the
two loans, including accrued interest, was $166,001. This borrowing requires
Mr. Peveler to make payments at least equal to accruing interest on a scheduled
basis.
On December 18, 1991 Joseph W. Cuzzupoli, who was then a consultant to the
Company, and who became a Senior Vice President to the Company in January, 1992,
borrowed the sum of $112,395 from the Company. On March 26, 1992 Mr. Cuzzupoli
borrowed an additional $100,000 from the Company. On May 1, 1994 Mr. Cuzzupoli
borrowed an additional $25,000. Mr. Cuzzupoli's loans are evidenced by
unsecured promissory notes that bear interest at the prime rate. Mr.
Cuzzupoli's promissory notes are payable upon demand. As of December 31, 1995
the total balance owing by Mr. Cuzzupoli in respect of the two loans, including
accrued interest, was $177,005. This borrowing requires Mr. Cuzzupoli to make
payments at least equal to accruing interest on a scheduled basis.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company is the General Partner of Gibson Business Park Associates
1986-1, a Nevada limited Partnership (the "Limited Partnership"). The Company
owns a 70 percent interest in the capital and profits of the Limited
Partnership. The remaining 30 percent is owned as follows: 10 percent by Fred
D. Gibson, Jr., 10 percent by C. Keith Rooker, five percent by the estate of the
late Audrey B. Gibson (the wife of deceased former officer and Director of the
Company James I. Gibson and sister-in-law to Fred D. Gibson, Jr. and John R.
Gibson), two percent by James B. Gibson, Associate General Counsel of the
Company (a nephew of Fred D. Gibson, Jr. and John R. Gibson), two percent by
Thomas A. Turner, and one percent by Thomas L. War.
On July 31, 1990, the Company entered into a lease agreement with 3770
Hughes Parkway Associates Limited Partnership, a Nevada limited partnership
("Hughes Parkway"), pursuant to which the Company leased the third floor of a 3-
story building owned by Hughes Parkway. The Company presently utilizes the
third floor of this building as office facilities. Hughes Parkway is a limited
partnership of which Howard Hughes Properties, a Delaware limited partnership,
is the general partner, and of which the Limited Partnership is the sole limited
partner, owning a 33 percent interest in Hughes Parkway. Hughes Parkway
financed the cost of construction of the building through contributions from its
partners and through borrowing from an unrelated lender.
The Limited Partnership purchased its interest in Hughes Parkway in July,
1990, by paying the sum of $1,040,490 in cash. A subsidiary of the Company
contributed 70 percent of this amount and, accordingly, acquired a 70 percent
interest in the Limited Partnership. The remaining 30 percent was contributed
by the aforenamed limited partners in the Limited Partnership. The Limited
Partnership and the limited partners are individually liable with respect to a
portion of the borrowing from the unrelated lender. The partnership agreement
for Hughes Parkway provides that if the lease agreement between the
16
<PAGE>
Company and Hughes Parkway should be terminated due to a default by the Company,
Howard Hughes Properties can purchase the interest of the Limited Partnership in
Hughes Parkway at a discount of as much as 25 percent. The Company has agreed to
indemnify the Limited Partnership on account of any financial loss it may suffer
as a result of this provision. The lease agreement and participation in the
Hughes Parkway transaction were approved by the members of the Board of
Directors who are not limited partners in the Limited Partnership or related
parties.
REPORT OF THE MANAGEMENT AND COMPENSATION COMMITTEE
EXECUTIVE COMPENSATION PRINCIPLES
The Company's executive compensation program is based upon guiding
principles designed to align executive compensation with the values, objectives,
and business and financial performance of the Company, and to motivate the
Company's officers and key employees to achieve the Company's goals of providing
the Company's stockholders with a competitive return on their investments, while
at the same time providing the Company's customers with quality products.
Toward that end, the executive compensation program is designed to achieve the
following objectives:
. Attract and retain highly qualified individuals who are capable of
making significant contributions to the long-term success of the Company.
. Promote a performance oriented environment that encourages Company
and individual achievement.
. Reward executive officers for long-term strategic management and
the enhancement of stockholder value.
. Provide levels of total compensation that are competitive with
those provided by other companies with which the Company may compete for
executive talent.
EXECUTIVE COMPENSATION PROGRAM
The Company's executive compensation program consists of both cash and
equity-based compensation. The Management and Compensation Committee of the
Board of Directors is responsible for establishing and administering the
policies that govern both cash and equity-based compensation. The Management
and Compensation Committee is responsible for reviewing the executive
compensation program on at least an annual basis to ensure conformance to the
Company's executive compensation principles. Annual base salary increases
reflect an individual's performance and contribution to the Company over several
years.
Cash Compensation. The base salaries of the Company's Chief Executive
Officer and other executive officers as a group were established by the
Management and Compensation Committee after
17
<PAGE>
considering rates of compensation then being paid by the Company, as well as
salary trends and overall performance. Salary levels were also influenced by the
Company's continuing focus on cost containment. Consequently, cash compensation
paid to executive officers during the September 30, 1995 fiscal year was
influenced more by these factors than by compensation levels for comparable
positions in the industry. The Company does not have an annual bonus plan. The
Company has not established a policy with regard to Section 162(m) of the
Internal Revenue Code of 1986, as amended, because the Company has not paid, and
does not currently anticipate paying, compensation in excess of $1 million per
annum to any employee.
Equity-Based Compensation. The Company's stock option plans are designed
to advance the long-term interests of the Company by aligning the long-term
interests of the Company's executive officers with those of the Company's
stockholders by providing executive officers with an opportunity to build a
meaningful equity position in the Company. The Company has in the past made
substantial grants of stock options to its executive officers. The Management
and Compensation Committee may, along with the Stock Option Committee of the
Board of Directors, recommend additional grants of stock options in the future.
On December 12, 1994, options in respect of an aggregate of 186,000 shares were
granted to key Company employees, including 35,000 to the Chief Executive
Officer, 25,000 to Mr. Rooker, 20,000 to Mr. Keys, 15,000 to John R. Gibson, and
12,000 to Mr. Peveler. On August 8, 1995, options in respect of 20,000 shares
were granted to Joseph W. Cuzzupoli, Senior Vice President. No outstanding
stock options were re-priced, amended or modified during the Company's fiscal
year ended September 30, 1995. Options in respect of 75,000 shares granted to
non-executive employees were canceled on December 12, 1994.
Management and Compensation Committee
Thomas A. Turner, Chairman
Norval F. Pohl
Berlyn D. Miller
Charles H. Feltz
Jane L. Williams
COMPENSATION OF DIRECTORS
Directors of the Company (other than Messrs. F.D. Gibson, Jr., Rooker, J.
Gibson, and Rosenzweig) are compensated at the rate of $2,000 per quarter, plus
$700 per meeting of the Company's Board of Directors attended, and $500 per
committee meeting attended, and are reimbursed for expenses incurred in
attending Directors' meetings. Committee chairmen receive an additional $200
per committee meeting attended and all non-employee members of the Executive
Committee receive an additional $250 per month. Mr. Rosenzweig bills the
Company at his customary rates for time spent on behalf of the Company (whether
as a Director or in the performance of legal services for the Company) and is
reimbursed for expenses incurred in attending Directors' meetings.
18
<PAGE>
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total
returns for the Company's common stock, the Wilshire 5000 Index, and the
Wilshire Chemicals Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG AMERICAN PAC CORPORATION, WILSHIRE CHEMICALS AND WILSHIRE 5000
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period AMERICAN PAC WILSHIRE WILSHIRE
(Fiscal Year Covered) CORPORATION CHEMICALS 5000
- ------------------- ------------ --------- --------
<S> <C> <C> <C>
Measurement Pt- 9/28/90 $100 $100 $100
FYE 9/30/91 $143 $134 $162
FYE 9/30/92 $159 $148 $371
FYE 9/30/93 $167 $174 $151
FYE 9/30/94 $203 $178 $110
FYE 9/29/95 $234 $230 $ 62
</TABLE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information as of the most recent
practicable date as to six persons known to the Company to own beneficially five
percent or more of the outstanding common stock of the corporation.
<TABLE>
<CAPTION>
Name and Address Amount and Nature % of Class
Title of Class of Beneficial Owner of Beneficial Owner Outstanding
-------------- ------------------- ------------------- -----------
<S> <C> <C> <C>
Common Stock Public School 2,142,857 (1) 26.4% (1)
Employes'
Retirement
System of the
Commonwealth of
Pennsylvania
Five North 5th
Street
Harrisburg, PA
17101
Common Stock State of 787,500 (3) 9.7%
Wisconsin
Investment Board
P. O. Box 7842
Madison, WI
53707
</TABLE>
(Continued on following page)
19
<PAGE>
(Continued from previous page)
<TABLE>
<CAPTION>
Name and Address Amount and Nature % of Class
Title of Class of Beneficial Owner of Beneficial Owner Outstanding
-------------- ------------------- ------------------- -----------
<S> <C> <C> <C>
Common Stock Fidelity 714,286 (2) 8.8% (2)
Management &
Research Co.
82 Devonshire
Street
Boston, MA
02109
Common Stock Gabriel 674,416 (5) 8.3%
Capital, L.P.,
Ariel Fund
Limited, Ariel
Management
Corp., J. Ezra
Merkin
c/o Shereff,
Friedman,
Hoffman &
Goodman, LLP
919 Third Avenue
New York, NY
10022
Common Stock Fred D. Gibson, 442,812 (4) 5.5%
Jr.
Common Stock Dimensional 424,600 (3) 5.2%
Fund Advisors
Santa Monica,
CA 90401
</TABLE>
(1) This figure represents the number of shares that can be acquired upon
the exercise of a warrant that was issued to the Public School Employes'
Retirement System of the Commonwealth of Pennsylvania ("PSERS") on February 21,
1992, at the time PSERS acquired from the Company a $30,000,000 term note due
February 21, 2002. The number of shares that can be purchased upon exercise of
the warrant is the unpaid principal amount of the note divided by the warrant
exercise price, which is $14.00 per share.
(2) This figure represents the number of shares that can be acquired upon
the exercise of warrants that were issued to five funds of Fidelity Management &
Research Co. on February 21, 1992, at the time these funds acquired from the
Company five term notes aggregating $10,000,000 due February 21, 2002. The
number of shares that can be purchased upon exercise of each warrant is the
unpaid principal amount of the notes divided by the warrant exercise price,
which is $14.00 per share.
(3) This information was obtained from a service used by the Company's
Investor Relations Department entitled "CDA Equity Intelligence - Bullseye
Ownership Report" as of December 14, 1995.
(4) Includes 45,000 shares of Common Stock subject to options granted to
Mr. Gibson pursuant to the Company's employee stock option plans, which options
are exercisable within 60 days after February 9, 1996.
20
<PAGE>
(5) This information was obtained from a Schedule 13D filed with the
Securities and Exchange Commission on or about January 19, 1996.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Deloitte & Touche served as the Company's
independent public accountants for the fiscal year ended September 30, 1995. It
is expected that this firm will serve as such during the current fiscal year.
The Audit Committee met and evaluated the performance of the independent public
accountants and recommended that the Board of Directors approve the audit for
fiscal year ended September 30, 1995. A representative of Deloitte & Touche is
expected to attend the Annual Meeting and to have the opportunity to make a
statement if he so desires, and will be available to respond to appropriate
questions from stockholders.
STOCKHOLDER PROPOSALS
If a stockholder wishes to have a proposal considered for inclusion in the
Company's 1997 Annual Meeting of Stockholders and accompanying proxy
solicitation materials, the proposal must be stated in writing and must be filed
with the Secretary of the Corporation on or before September 30, 1996. The
Board of Directors will review any proposal that is received by that date and
will determine whether it should be included in the Company's 1997 Annual
Meeting of Stockholders and proxy solicitation materials.
OTHER BUSINESS
As of the date of this proxy statement, the Board of Directors does not
intend to present, and has not been informed that any other person intends to
present, any matter for action at the Annual Meeting, other than as set forth
herein and in the Notice of Annual Meeting. If any other matters properly come
before the meeting, it is intended that the holders of the proxies will act in
accordance with their best judgment.
By Order of the Board of Directors
C. Keith Rooker, Secretary
Dated: February 12, 1996
21
<PAGE>
AMERICAN PACIFIC CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN CONNECTION WITH
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 12, 1996
The undersigned hereby appoints Fred D. Gibson, Jr. and C. Keith Rooker, and
each of them, with full power of substitution and revocation, the attorneys and
proxies of the undersigned to attend and vote all shares of Common Stock of
American Pacific Corporation that the undersigned would be entitled to vote if
then personally present at the Annual Meeting of Stockholders of American
Pacific Corporation, a Delaware corporation, to be held on March 12, 1996 at
10:30 a.m., local time, at the Sheraton Desert Inn Casino & Resort, 3145 S. Las
Vegas Boulevard, Las Vegas, Nevada, and at any adjournment or adjournments
thereof, hereby revoking any proxy heretofore given.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
- --------------------------------------------------------------------------------
<PAGE>
[X] Please mark your
votes as in this
example
1. Election of Directors FOR all nominees WITHHOLD AUTHORITY
as recommended in listed, except as [_] to vote for all [_]
the Proxy Statement marked to the nominees listed.
contrary.
Nominees:
Norval F. Pohl
C. Keith Rooker
Jane L. Williams
(Instructions: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, the Proxy will be
voted FOR Proposal 1.
Please insert the date and sign your name exactly as it appears hereon. If
shares are held jointly, each joint owner should sign. Executors,
administrators, trustees, guardians, etc., should so indicate when signing.
Corporation should sign full corporate name by an authorized officer.
Partnerships should sign partnership name by an authorized person.
Unless the date has been inserted below, this Proxy shall be deemed to be dated
for all purposes of the date appearing on the postmark on the envelope with
which it is enclosed. In such a case the Proxies named above are authorized to
insert the date in accordance with these instructions.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
THIS PROXY CARD IS SOLICITED BY THE BOARD OF DIRECTORS.
Signature(s) of Shareholder(s) Dated: 1996
----------------------------- ----------
