<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMERICAN PACIFIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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.
<PAGE>
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
AMERICAN PACIFIC CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 11, 1997
Notice is hereby given that the Annual Meeting of the Stockholders of
American Pacific Corporation (the "Company") will be held at Chin's Restaurant,
located at 3200 S. Las Vegas Boulevard, Las Vegas, Nevada, on March 11, 1997, at
10:30 a.m. local time, for the following purposes:
1. To elect four Class C Directors to serve for a term of three years
expiring in 2000 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 7, 1997, 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 7, 1997 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 10, 1997
<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 11, 1997, at 10:30 a.m., local time, or at any adjournment(s)
thereof. The Annual Meeting will be held at Chin's Restaurant, located at 3200
S. Las Vegas Boulevard, Las Vegas, Nevada. This Proxy Statement was first mailed
to Stockholders of the Company on or about February 10, 1997, accompanied by the
Company's Annual Report to Stockholders for the fiscal year ended September 30,
1996.
At the Annual Meeting, the following matters will be considered and voted
on:
1. Proposal No. 1. Election of four Class C Directors to hold office until
--------------
the 2000 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, 498,853 shares, or 6.2 percent, of the Company's $.10 par value
common stock (the "Common Stock") as of February 7, 1997 (the "Record Date"),
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 the Record Date are
entitled to notice of and to vote at the Annual Meeting. On February 7, 1997,
8,098,537 shares of Common Stock 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.
2
<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 C 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 C Directors and the Class A 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, to conduct
business.
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 C 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.
3
<PAGE>
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as election inspectors for the
meeting. The election inspectors will treat shares represented by proxies that
"withhold authority to vote" as shares that are present and entitled to vote for
purposes of determining the presence of a quorum, the election of directors or
the outcome of certain other matters.
The election inspectors will treat shares referred to as "broker non-votes"
as shares that are present and entitled to vote for purposes of determining the
presence of quorum. However, as to any matter as to which the broker has
physically indicated on the proxy that the broker does not have discretionary
authority to vote the shares, those shares will be treated as not present and
not entitled to vote with respect to that matter (even though those shares are
considered entitled to vote for quorum purposes and may be entitled to vote on
other matters).
PROPOSAL NO. 1--ELECTION OF CLASS C DIRECTORS
On January 10, 1997 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>
Fred D. Gibson, Jr. C 2000
Victor M. Rosenzweig C 2000
Berlyn D. Miller C 2000
Dean M. Willard C 2000
</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, four Class B Directors, and four 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 C nominees named
herein.
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<PAGE>
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 7, 1997, and by all of the Directors and executive officers of
the Company as a group, as of February 7, 1997.
<TABLE>
<CAPTION>
Title Stock Ownership
Director of Amount & Nature of Percent
Name Age Since Class Beneficial Ownership of Class
=======================================================================================================
NOMINEES FOR ELECTION
- -------------------------------------------------------------------------------------------------------
CLASS C DIRECTORS (TERM OF OFFICE EXPIRES IN 1997)
<S> <C> <C> <C> <C> <C>
Fred D. Gibson, Jr. 69 1982 Common Stock 463,062 /(1)/ 5.5%
Victor M. Rosenzweig 58 1988 Common Stock 6,400 /(2)/ /(3)/
Berlyn D. Miller 59 1993 Common Stock 6,655 /(2)/ /(3)/
Dean M. Willard 50 1997 Common Stock 0 0
=======================================================================================================
CONTINUING MEMBERS OF THE BOARD
- -------------------------------------------------------------------------------------------------------
CLASS A DIRECTORS (TERM OF OFFICE EXPIRES IN 1998)
Thomas A. Turner 71 1986 Common Stock 27,633 /(2)/ /(3)/
John R. Gibson 59 1988 Common Stock 61,382 /(4)/ /(3)/
Charles H. Feltz 80 1993 Common Stock 5,000 /(2)/ /(3)/
Eugene A. Cafiero 70 1997 Common Stock 0 0
- -------------------------------------------------------------------------------------------------------
CLASS B DIRECTORS (TERM OF OFFICE EXPIRES IN 1999)
Norval F. Pohl 53 1986 Common Stock 7,500 /(2)/ /(3)/
C. Keith Rooker 59 1988 Common Stock 129,871 /(5)/ 1.5%
Jane L. Williams 58 1993 Common Stock 5,000 /(2)/ /(3)/
Jan H. Loeb 38 1997 Common Stock 0 0
- -------------------------------------------------------------------------------------------------------
All Directors and executive
officers as a group (15 persons) Common Stock 896,103 /(6)(7)/ 10.6%
=======================================================================================================
</TABLE>
/(1)/ Includes, with respect to Mr. Fred D. Gibson, Jr., 65,250 shares subject
to options, which options are exercisable within 60 days after February
7, 1997.
5
<PAGE>
/(2)/ 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 7, 1997.
/(3)/ Less than 1%.
/(4)/ Includes, with respect to Mr. John R. Gibson, 35,000 shares subject to
options, which options are exercisable within 60 days after February 7,
1997.
/(5)/ Includes, with respect to Mr. Rooker, 88,000 shares subject to options,
which options are exercisable within 60 days after February 7, 1997.
/(6)/ Includes, with respect to all Directors and executive officers as a
group, an aggregate of 397,250 shares of Common Stock subject to
options, which options are exercisable by such persons within 60 days
after February 7, 1997. Does not include with respect to all Directors
and executive officers as a group, an additional 97,250 shares of Common
Stock subject to options not exercisable within 60 days after February
7, 1997.
/(7)/ Each Director and executive officer exercises sole voting and investment
power with respect to the Common Stock indicated as beneficially owned
by him.
THE DIRECTORS
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. 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
intends 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 was also a Director of Western Electrochemical Company, the Company's
principal operating subsidiary, from 1989 until 1995. 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.
DEAN M. WILLARD was elected a Director of the Company in January, 1997.
Mr. Willard is a consultant, business owner, and investor. He is also Chief
Executive Officer of National Neuro-Care Networks. From 1989 to 1993 Mr.
Willard served as Chief Executive Officer, and until 1995 as Vice
6
<PAGE>
Chairman, of Courtaulds Aerospace, Inc. From 1972 to 1989 Mr. Willard served as
President and Chief Executive Officer of Products Research & Chemical
Corporation, a predecessor of Courtaulds Aerospace, Inc.
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 and the President of American Azide Corporation, a wholly-owned subsidiary
of the Company, since 1993. Prior to that time Mr. Gibson 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 was also a Director of Western Electrochemical Company, the Company's
principal operating subsidiary, from 1989 until 1995. Prior to his retirement
Mr. Feltz was an executive of Rockwell International Corporation.
EUGENE A. CAFIERO was elected a Director of the Company in January, 1997.
Mr. Cafiero is currently Chairman of Voltarc Technologies, Inc. From October
1986 until December 1993, Mr. Cafiero was Chairman, Chief Executive Officer and
President of KD Holdings, Inc. Mr. Cafiero was previously Chief Executive
Officer of Ariadne Australia, Ltd.; President and Chief Executive Officer of
Mid-American Communications; and President and Chief Operating Officer, and Vice
Chairman of Chrysler Corporation. Mr. Cafiero also served as a member of the
National Highway Traffic Safety Board during the Nixon administration.
NORVAL F. POHL has been a Director of the Company since 1986. Dr. Pohl was
also a Director of Western Electrochemical Company, the Company's principal
operating subsidiary, from 1989 until 1995. Dr. Pohl is the Vice President of
Finance and Administration of the University of Nevada Las Vegas, and was
formerly the Dean of the College of Business at the University of Nevada Las
Vegas, a position he 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 was also a Director of Western Electrochemical Company, the
Company's principal operating subsidiary, from 1989 until 1995. 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
7
<PAGE>
TechTrans International, Ms. Williams was a consultant to businesses in the
aerospace industry for more than five years.
JAN H. LOEB was elected a Director of the Company in January, 1997. Mr.
Loeb is a Director of Wasserstein Perella, a New York-based investment banking
firm. He is a special situations analyst, and has previously provided analyst
coverage of American Pacific Corporation to institutional investors and retail
brokers. Mr. Loeb was employed by Legg Mason Wood Walker, Inc. from 1991 to
1994, and operated his own firm, Loeb Financial Services, from 1988 to 1991.
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 Pension Plan Committee, and the Environmental Oversight
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, 1996.
AUDIT COMMITTEE. The Audit Committee is presently composed of Norval F.
Pohl, Victor M. Rosenzweig, Charles H. Feltz, Berlyn D. Miller, Thomas A. Turner
and Jane L. Williams. Tom L. War, a director who resigned in January 1997, was
previously the Chairman of the Audit Committee. A new Chairman has not yet been
appointed. 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 three
meetings during the Company's fiscal year ended September 30, 1996.
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
8
<PAGE>
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 two meetings during the Company's
fiscal year ended September 30, 1996.
PENSION PLAN COMMITTEE. The Pension Plan Committee presently consists of
Victor M. Rosenzweig, Chairman, 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 the managers of pension plan assets. The
Pension Plan Committee held one meeting during the Company's fiscal year ended
September 30, 1996.
ENVIRONMENTAL OVERSIGHT COMMITTEE. The Environmental Oversight 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. The Environmental Oversight Committee held one meeting during the
Company's fiscal year ended September 30, 1996.
STOCK OPTION COMMITTEE. The Stock Option Committee was eliminated and the
functions of the Committee were transferred to the Board of Directors on
September 18, 1996. The Stock Option Committe was composed of Norval F. Pohl,
Chairman, Thomas L. War, Thomas A. Turner, Victor M. Rosenzweig and Berlyn D.
Miller. The Stock Option Committee formerly administered the Company's
incentive and nonqualified stock option plans and made 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, 1996.
A total of ten regularly scheduled and special meetings of the Company's
Board of Directors was held during the Company's fiscal year ended September 30,
1996. 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.
MANAGEMENT
EXECUTIVE OFFICERS
The Company's Chief Executive Officer and its other executive officers who
were serving as executive officers as of September 30, 1996 are as follows:
9
<PAGE>
<TABLE>
<CAPTION>
Name Age Officer Since Position
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fred D. Gibson, Jr. 69 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 59 1985 Director, Executive Vice President, General
Counsel and Secretary
Joseph W. Cuzzupoli 60 1992 Senior Vice President
James J. Peveler 60 1985 President of Western Electrochemical Company,
the Company's principal operating subsidiary
David N. Keys 40 1989 Vice President, Chief Financial Officer and
Treasurer
John R. Gibson 59 1992 Director, Vice President--Engineering
Operations, & President of American Azide
Corporation, a wholly-owned subsidiary of the
Company
</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 was a Senior Vice President of the Company from
January, 1992 through December, 1996. Mr. Cuzzupoli resigned as an officer of
the Company on December 31, 1996. Mr. Cuzzupoli remains an employee of the
Company assigned to limited special projects. 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.
10
<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.
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)/ 1996 419,001 --- --- ---
Chairman of the Board, 1995 421,451 --- --- 35,000
Chief Executive Officer 1994 382,419 --- --- ---
and President
C. KEITH ROOKER 1996 339,101 --- --- ---
Executive Vice President, 1995 339,101 --- --- 25,000
Secretary and General 1994 333,435 --- --- ---
Counsel
JOSEPH W. CUZZUPOLI /(3)/ 1996 256,495 --- --- ---
Senior Vice President 1995 258,946 --- --- 20,000
1994 251,501 --- --- ---
DAVID N. KEYS 1996 166,975 --- --- ---
Vice President and Chief 1995 154,100 --- --- 20,000
Financial Officer 1994 151,100 --- --- ---
JAMES J. PEVELER 1996 166,200 --- --- ---
President of Western 1995 166,200 --- --- 12,000
Electrochemical Company 1994 163,000 --- --- ---
</TABLE>
/(1)/ The Company provides automobiles or an automobile allowance for
certain of its executive officers. 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.
11
<PAGE>
/(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 $149,267, $150,250 and $144,933 paid during the Company's fiscal years
ended September 30, 1996, 1995 and 1994, 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 $149,033, $148,140 and $142,900,
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, 1996, 1995 and 1994. 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)/ Mr. Cuzzupoli resigned as an officer of the Company on December
31, 1996. Mr. Cuzzupoli remains an employee of the Company assigned to limited
special projects. 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 entered into in 1986
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, as well as compensation increases
not effected. 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 the compensation disclosed above, as well as any
future compensation increases. 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 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.
12
<PAGE>
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, 1996 options with respect to an aggregate of 188,000 shares
of Common Stock had been granted and were outstanding under the 1991 Plan. In
November and December, 1996, options in respect of 312,000 shares were granted
to executives and key employees at an exercise price of $6.375. The 1991 Plan
expired on December 31, 1996.
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, 1996, options with respect to an aggregate of 61,000 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,
1996, options with respect to an aggregate of 5,000 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 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, 1996.
All of the Company's stock option plans are administered by the Board of
Directors. The Board of Directors 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
13
<PAGE>
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
Board of Directors.
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 options issued to the seven
non-management directors and the two named executive officers referred to above,
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, and
options issued to the seven non-management directors and the two named executive
officers referred to above, 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 table provides information with respect to the Named
Executive Officers, concerning the exercise of options during the Company's
fiscal year ended September 30, 1996, and unexercised options as of September
30, 1996:
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/(1)/
(#) ($)
----------------------------------------------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred D. Gibson, Jr. --- --- 40,000 / 0 0 / 0
C. Keith Rooker --- --- 68,000 / 0 $96,375 / 0
Joseph W. Cuzzupoli --- --- 70,000 / 0 0 / 0
James J. Peveler --- --- 12,000 / 0 0 / 0
David N. Keys --- --- 70,000 / 0 0 / 0
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ On September 30, 1996, the closing price of the Company's Common Stock
as reported by the Nasdaq National Market was $6.625.
14
<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
1996. 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 1931 (age 65 in
1996). 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 $47,348 $63,130 $63,130
150,000 57,285 76,380 76,380
175,000 57,285 76,380 76,380
200,000 57,285 76,380 76,380
</TABLE>
15
<PAGE>
The credited years of service under the pension plan as of September 30,
1996 for each of the Company's named executive officers is follows: Fred D.
Gibson, Jr., 40 years; C. Keith Rooker, 11 years; Joseph W. Cuzzupoli, 5 years;
James J. Peveler, 14 years; and David N. Keys, 7 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, 1996, Mr. Gibson's Final Average compensation equaled $410,423.
Using this figure as Final Average Compensation, Mr. Gibson's annual SERP
benefit, in addition to the pension reflected in the table above, is $136,342.
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, 1996 the balance owing by Mr. Rooker under the promissory
note, including accrued interest, was $115,324.
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, 1996, the
balance owing by Mr. Gibson under the promissory note, including accrued
interest, was $399,146.
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 $200,000. 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. On September 13, 1996, TechTrans International repaid the entire
balance due, including accrued interest, under this loan agreement.
16
<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, 1996 the total balance owing by Mr. Peveler in respect of the
two loans, including accrued interest, was $177,584.
On December 18, 1991 Joseph W. Cuzzupoli, who was then a consultant to the
Company, and who was a Senior Vice President of the Company from January, 1992
until December, 1996, 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,
1996 the total balance owing by Mr. Cuzzupoli in respect of the two loans,
including accrued interest, was $165,701.
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 (a former officer and Director of the Company).
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
three-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 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
17
<PAGE>
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 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.
18
<PAGE>
Consequently, cash compensation paid to executive officers during the September
30, 1996 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 recommend additional grants of stock options in
the future. In November and December, 1996, options in respect of 312,000
shares were granted to executives and key employees at an exercise price of
$6.375. 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 years ended September 30, 1996 and 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.
19
<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.
Cumulative Growth of $100
<TABLE>
<CAPTION>
Date Chemicals Ret. Wil. 5000 Amer. Pac Ret
---- -------------- --------- -------------
<S> <C> <C> <C>
9/30/91 $100 $100 $100
9/30/92 $112 $110 $229
9/30/93 $117 $129 $ 93
9/30/94 $142 $133 $ 68
9/29/95 $164 $171 $ 38
9/30/96 $201 $204 $ 47
</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 Company.
<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 Employes' Retirement 2,142,857 /(1)/ 26.5%
System of the Commonwealth of
Pennsylvania
Five North 5th Street
Harrisburg, PA 17101
</TABLE>
20
<PAGE>
<TABLE>
<S> <C> <C> <C>
Common Stock Gabriel Capital, L.P., Ariel Fund 800,046 /(2)/ 9.9%
Limited, Ariel Management Corp., J.
Ezra Merkin
c/o Shereff, Friedman, Hoffman &
Goodman, LLP
919 Third Avenue
New York, NY 10022
Common Stock Fidelity Management & Research Co. 714,286 /(3)/ 8.8%
82 Devonshire Street
Boston, MA 02109
Common Stock Franklin Advisors 642,800 /(4)/ 7.9%
San Francisco, CA
Common Stock Kennedy Capitol Management 566,200 /(4)/ 7.0%
St. Louis, MO
Common Stock Fred D. Gibson, Jr. 463,062 /(5)/ 5.7%
Common Stock Dimensional Fund Advisors 446,300 /(4)/ 5.5%
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 information was obtained from a Schedule 13D filed with the
Securities and Exchange Commission on or about October 22, 1996.
/(3)/ 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.
/(4)/ This information was obtained from a Form 13f filed with the Securities
and Exchange Commission for the period ended September 30, 1996.
21
<PAGE>
/(5)/ Includes 65,250 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 7, 1997.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Deloitte & Touche served as the Company's
independent public accountants for the fiscal year ended September 30, 1996. 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, 1996. 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 1998 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 2, 1997. 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 1998 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 10, 1997
22
<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 11, 1997
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 11, 1997 at
10:30 a.m., local time, at Chin's Restaurant, 3200 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)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[_] Please mark your
votes as in this
example
FOR all nominees WITHHOLD
listed, except as AUTHORITY
marked to the to vote for all
contrary. nominees listed.
1. Election of Nominees:
Directors as [_] [_] Fred D. Gibson, Jr.
recommended in Victor M. Rosenzweig
the Proxy Statement Berlyn D. Miller
Dean M. Willard
(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 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: 1997
------------------------------ ---------
- --------------------------------------------------------------------------------
