SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
The Goldfield 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
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 transactions 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:/ /
(4) Date Filed:/ /
The Goldfield Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1996
To Our Stockholders:
Notice is hereby given that the Annual Meeting of the Stockholders of The
Goldfield Corporation has been called and will be held at the Melbourne
Hilton at Rialto Place, 200 Rialto Place, Venezia Room, Melbourne, Florida
32901, on June 4, 1996 at 9:00 a.m. for the following purposes:
1. The election of five directors.
2. The ratification of the appointment of KPMG Peat Marwick LLP
as independent certified public accountants for the year 1996.
3. The transaction of such other business as may lawfully come
before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 22, 1996
will be entitled to vote at the meeting. The transfer books of the
Company will not be closed.
By Order of the Board of Directors
JOHN M. STARLING
Secretary
Melbourne, Florida
April 29, 1996
If you are unable to attend the meeting in person, you are requested by
the Board of Directors of the Company to date, sign, and return the
enclosed proxy in the enclosed envelope. No postage is necessary if
mailed in the United States. In the event you later decide to attend the
meeting, you may, if you desire, revoke your proxy and vote your shares
in person.
The Goldfield Corporation
Suite 500, 100 Rialto Place
Melbourne, Florida 32901
(407) 724-1700
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 4, 1996
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Goldfield Corporation (the
"Company") to be voted at the Annual Meeting of Stockholders of the Company
to be held on June 4, 1996, at 9:00 a.m., and at any and all adjournments
thereof. The meeting will be held for the purposes set forth in the notice
and in this proxy statement. This proxy statement and the accompanying
annual report are being mailed to stockholders on April 29, 1996.
RECORD DATE, SHAREHOLDERS ENTITLED TO VOTE AND REQUIRED VOTE
The stock transfer books will not be closed. As of March 20, 1996 the
Company had outstanding 26,854,748 shares of Common Stock, par value $.10
per share (the "Common Stock"), and 339,407 shares of Series A 7% Voting
Cumulative Convertible Preferred Stock, par value $1.00 per share (the
"Series A Preferred Stock"). Each outstanding share of Common Stock and
Series A Preferred Stock is entitled to one vote. Only holders of record of
outstanding shares of the Company at the close of business on April 22,
1996 will be entitled to vote at the Annual Meeting of Stockholders on
June 4, 1996.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting is
necessary for approval of the proposal with respect to the selection of
auditors. The election of directors requires a plurality vote.
Each stockholder entitled to vote at the meeting has the right to vote his
shares cumulatively for the election of directors; that is, each
stockholder will be entitled to cast as many votes as there are directors
to be elected multiplied by the number of shares of Common Stock and
Series A Preferred Stock registered in his name on the record date, and
to cast all such votes for one candidate or to distribute such votes
among the nominees for the office of director in accordance with his
choice. A stockholder who wishes to vote by proxy and exercise his
cumulative voting rights should advise the Board of Directors in writing
how he wishes to have his votes distributed among the nominees for
directors. Such written instructions should accompany the proxy card or
cards to which they relate.
Holders of the Series A Preferred Stock are entitled to the same voting
rights as holders of the Common Stock. In addition, they have certain
voting rights not held by holders of the Common Stock, such as controlling
voting rights with respect to certain mergers, sales and amendments to the
Company's Certificate of Incorporation. Although not so intended, such
voting rights might be considered as having the effect of discouraging an
attempt by another person or entity to effect a takeover or otherwise gain
control of the Company.
Solicitation, Revocation and Voting of Proxies
This solicitation is made on behalf of the Board of Directors of the
Company. The cost of soliciting proxies will be borne by the Company, and
the Company will reimburse all bankers, brokers and other custodians,
nominees and fiduciaries for forwarding proxies and proxy materials to the
beneficial owners of the shares. In addition to solicitation by mail,
solicitation of proxies may be made personally or by telephone or other
means by regular employees of the Company. Morrow & Co., Inc., 909 Third
Avenue, 20th Floor, New York, New York 10022, has been retained to assist
in the solicitation of proxies at a cost not to exceed $7,000 plus
out-of-pocket expenses.
You are requested to sign and complete the accompanying proxy and return it
in the enclosed envelope. If the proxies are signed with a preference
indicated, the proxies will be voted accordingly. If no directive is given
with respect to each proposal, the proxies will be voted (1) FOR the
election of the directors nominees named herein and (2) FOR the
ratification of the appointment of KPMG Peat Marwick LLP as independent
certified public accountants for the year 1996.
The proxy may be revoked by the stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date. The proxy shall
be suspended if the stockholder shall be present at the meeting and elects
to vote in person.
At the date hereof, management of the Company has no knowledge of any
business other than that described in the notice for the meeting which will
be presented for consideration at such meeting. If any other business
should come before such meeting, the persons appointed by the enclosed
form of proxy shall have discretionary authority to vote such proxies as
they shall decide.
ITEM 1.
ELECTION OF DIRECTORS
It is intended that the shares represented by the accompanying proxy will
be voted, if not otherwise indicated by the stockholder, for the election
of the five nominees for director listed below (each of whom is at present
a director of the Company) to serve for one year or until their successors
are elected.
Information About Nominees
Reference is made to the information set forth below as to the stock
ownership of the nominees. The following table sets forth with respect to
each nominee the office presently held by him with the Company, or his
principal occupation if not employed by the Company, the year in which he
first became a director of the Company and his age.
<TABLE>
Principal Occupation For Director
Name The Last Five Years Since Age(1)
<S> <C> <C> <C>
John P. Fazzini Real Estate Developer; 1984 51
President of Bountiful Lands, Inc.
(real estate development corporation)
since 1980.
Danforth E. Leitner Real Estate Broker; Real Estate 1985 55
Appraiser; President of The Leitner
Company (real estate brokerage and
appraisal corporation) since 1984.
James Sottile Chairman of the Board 1969 82
of Directors of the Company
since 1971.
John H. Sottile(2) President of the Company since 1983 1983 48
and Chief Executive Officer
of the Company since 1985.
John M. Starling Secretary of the Company since March 1971 66
1996; and of Counsel to the law firm of
Severs, Stadler & Harris, P.A., since
January 1995 and a member of the law
firm of Holland, Starling, Severs,
Stadler & Friedland, P.A. from 1963 to
December 1994.
(1) As of December 31, 1995.
(2) John H. Sottile is the son of James Sottile, Chairman of the Board of
Directors.
</TABLE>
If any of the foregoing nominees should withdraw or otherwise become
unavailable, which the Board of Directors does not presently anticipate, it
is intended that proxies will be cast for such person or persons as the
Board of Directors may designate in place of such nominees.
Directors who are also employees of the Company are not paid any fees or
other remuneration for service on the Board or on any Board committee.
During 1995, each non-employee director received an annual fee of $9,000,
payable $750 per month.
Committees and Meetings of the Board of Directors
During 1995, the Board of Directors met four times. The Board of Directors
has, among others, the following committees: an Audit Committee, a
Compensation Committee and a Nominating Committee.
The Audit Committee, which monitors the activities of the Company s
independent accountants and its accounting department and reports on such
activities to the full Board of Directors, consists of John M. Starling and
John P. Fazzini. During 1995, the Audit Committee held one meeting.
The Compensation Committee reviews the compensation of the executive
officers of the Company and makes recommendations to the Board of Directors
regarding such compensation. The members of the Compensation Committee are
John M. Starling and John P. Fazzini. The Compensation Committee held one
meeting during 1995.
The Nominating Committee recommends qualified candidates for election to
the Board of Directors of the Company, including the slate of directors
which the Board of Directors proposes for election by stockholders at
the Annual Meeting. The Nominating Committee consists of John M. Starling,
John H. Sottile and Danforth E. Leitner. During 1995, the Nominating
Committee held one meeting.
The Nominating Committee is not precluded from considering written
recommendations for nominees from stockholders. Such recommendations for
the 1997 election of directors, together with a description of the proposed
nominee's qualifications and other relevant biographical information,
should be sent to the Secretary of the Company prior to December 31, 1996.
During 1995, no incumbent director attended fewer than 75% of the total
number of meetings of the Board of Directors and all Committees of the
Board that he was eligible to attend.
The Board of Directors unanimously recommends a vote "FOR" the re-election
of James Sottile, John H. Sottile, John P. Fazzini, Danforth E. Leitner and
John M. Starling.
ITEM 2.
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors of the Company has appointed the firm of KPMG Peat
Marwick LLP as its independent certified public accountants for the year
ended December 31, 1996, subject to the appointment being ratified by the
Company's stockholders. KPMG Peat Marwick LLP (including a predecessor
firm, W. O. Daley & Company) has been serving the Company and its
subsidiaries for the past thirty-three years.
A representative of KPMG Peat Marwick LLP is expected to be present at this
year's Annual Meeting of Stockholders, at which time he will be given an
opportunity to make a statement and is expected to be available to respond
to appropriate questions. The appointment of KPMG Peat Marwick LLP was made
upon the recommendation of the Audit Committee which is composed of
directors who are not officers or otherwise employed by the Company. If the
stockholders do not ratify the selection of KPMG Peat Marwick LLP, the
selection of independent certified public accountants will be reconsidered
by the Board of Directors of the Company.
The Board of Directors unanimously recommends a vote "FOR" the ratification
of the appointment of KPMG Peat Marwick LLP as independent certified public
accountants of the Company.
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 20, 1996, persons who
beneficially own 5% or more of the outstanding shares of Common Stock and
Series A Preferred Stock of the Company.
<TABLE>
Amount Beneficially Owned (1)
Common
Obtainable
Upon
Conversion Percent of Class Percent
of Preferred Preferred of Voting
Beneficial Common Preferred Series A Common Series A Securities
Owners (2) (3) (1) (4)
<S> <C> <C> <C> <C> <C> <C>
(a) Holders of more than 5%
(other than Directors):
Suzanne S. Guanci
1130 Placetas Avenue
Coral Gables, FL 33134 33,043 28,860 8.50% 0.12%
Linda S. Hammond
1202 Pawnee Terrace
Indian Harbor Beach,
FL 32937 103,044 90,000 26.52% 0.38%
Mary H. Leitner
2344 Brookside Drive
Indialantic, FL 32903 49,130 21,188 18,506 0.18% 5.45% 0.26%
(b) Directors and Executive Officers:(5)
John P. Fazzini 100
Patrick S. Freeman 200
Danforth E. Leitner 600
James Sottile 373,466 53,620 46,833 1.39% 13.80% 1.59%
(6) (6)
John H. Sottile 372 171,739 150,000(6) 44.19% 0.64%
John M. Starling 1,000
(c) All Officers and
Directors as a group
(8 in number): 375,738 225,359 196,833(6) 1.39% 57.99% 2.23%
(1) Includes holdings of spouses, minor children, relatives and spouses
of relatives living in the same household, even though beneficial
ownership is disclaimed.
(2) Excludes shares of Common Stock obtainable upon conversion of Series
A Preferred Stock.
(3) Each share of Series A Preferred Stock is currently convertible into
1.144929 shares of Common Stock.
(4) In accordance with SEC rules, the percentage shown opposite the name
of each person or group has been computed assuming the conversion of
any Series A Preferred Stock held by such person or group but that
no conversions by others have occurred.
(5) Stephen R. Wherry, Vice President, Treasurer and Chief Financial
Officer of the Company and Romey A. Taylor, Chairman of the Board
of the Company's electrical construction subsidiary, do not own any
Common Stock or Series A Preferred Stock of the Company.
(6) Listed as beneficially owned by Mr. Sottile are 133,830 shares of
Common Stock and 46,833 shares of Series A Preferred Stock which are
owned by his wife. As to such shares, Mrs. Sottile has sole voting
power and sole investment power.
</TABLE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission (the "SEC") and the American Stock
Exchange initial reports of ownership and reports of changes in ownership
of Common Stock and Series A Preferred Stock of the Company. Copies of all
such reports filed with the SEC are required to be furnished to the
Company. Based solely on the Company's review of the copies of such
reports it has received, the Company believes that all of its officers,
directors and greater than ten percent beneficial owners complied with
all filing requirements applicable to them with respect to transactions
during the year ended December 31, 1995.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the cash compensation
paid to the Company's Chief Executive Officer and executive officers,
including two executive officers of subsidiaries, whose compensation
exceeded $100,000 during the years ended December 31, 1995, 1994 and 1993.
The information provided under the heading "Executive Compensation" is that
required by "small business issuers" as defined by the rules of the SEC.
<TABLE>
Summary Compensation Table
Annual Compensation All Other
Salary Bonus Compensation
Name and Principal Position Year ($) ($) ($)(1)
<S> <C> <C> <C> <C>
John H. Sottile 1995 234,000 - 4,500
President & Chief 1994 256,500 - -
Executive Officer 1993 272,125 - -
James Sottile 1995 - - -
Chairman of the 1994 165,000 - 165,000
Board of Directors 1993 160,000 - -
Romey A. Taylor 1995 80,000 - 42,169
Chairman of the Board of 1994 80,000 - -
electrical construction 1993 80,000 36,582 -
subsidiary
Patrick S. Freeman 1995 112,500 - 3,375
President of mining 1994 112,500 12,500 -
subsidiaries 1993 105,769 - -
(1) All other compensation for 1995 includes company contributions to the
Company's Cash Deferred Profit-Sharing Plans of $4,500, $3,558 and
$3,375, respectively, for Messrs. John H. Sottile, Taylor and Freeman
and forgiveness of indebtedness to the company of $38,611 for Mr.
Taylor in connection with the termination of his employment agreement
effective September 11, 1995.
</TABLE>
The persons named in the foregoing table, together with John M. Starling,
Secretary of the Company and Stephen R. Wherry, Vice President, Treasurer
and Chief Financial Officer of the Company, are all the executive officers
of the Company. Information concerning the executive officers (other than
Messrs. Freeman and Taylor) is set forth in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995. Mr. Freeman, 49, has been
President of the Company's mining subsidiaries since 1988. Mr. Taylor, 62,
has served as Chairman of the Board of the Company's electrical
construction subsidiary since September 11, 1995. Mr. Taylor had been
President of the Company's electrical construction subsidiaries since
1972.
On January 15, 1985 the Company entered into an employment agreement with
John H. Sottile. Such agreement, as amended on February 25, 1986, September
23, 1988, February 27, 1990, January 29, 1992 and September 15, 1995
expires on December 31, 2005 and currently entitles him to be paid
$200,000 per year, subject to future annual increases, if any, in the
Consumer Price Index ("CPI"). As a result of increases in the CPI since
1985, such contract would currently entitle Mr. Sottile to a salary of
$291,500. If his employment is terminated (which will be deemed to have
occurred if he is relocated), he is entitled to receive, within ten days
of such notice of termination, an amount equal to the full cash salary
that he would have received in the absence of such termination from the
date of such termination through December 31, 2005. In the event of
permanent disability or death, he or his estate will be entitled to his
salary through the end of the month of his permanent disability or death
and for one year thereafter. In addition, on January 1, 1986, a
subsidiary of the Company entered into an employment agreement with Mr.
Sottile. Such agreement, as amended on September 13, 1988, January 29,
1992 and September 11, 1995, provides for continuous employment until
December 31, 2005 and from year to year until terminated and entitles
him to be paid $50,000 per year. If his employment is terminated without
cause (which will be deemed to have occurred if he is relocated), he is
entitled to receive his full cash salary from the date of such
termination through December 31, 2005. In the event of permanent
disability or death, he or his estate will be entitled to his salary for
one year.
Employee Benefit Agreements
Beginning in 1989, the Company entered into employee benefit agreements
with John H. Sottile and Patrick S. Freeman in addition to certain other
employees of the Company and its subsidiaries. Under the terms of the
agreements, the Company buys life insurance policies that build cash
surrender value while also providing life insurance benefits for the
employee. The Company is entitled to a refund of all previously paid
premiums or the cash surrender value of the policy, whichever is lower, if
the agreement is terminated prior to the employee attaining the age of 65.
After an employee reaches age 65, the Company is entitled to a refund of
all previously paid premiums in ten annual installments. In the event
of death, the Company will immediately be entitled to a refund of all
previously paid premiums. The Company may terminate the agreements at
any time by giving written notice to the employee. At December 31, 1995,
none of the herein described policies had any cash surrender value in
excess of the previously paid premiums.
OTHER MATTERS
Management does not intend to present any other business at the meeting
nor is it aware that any stockholder intends to do so. If, however,
any matters are properly brought before the meeting, persons named in the
accompanying proxy will vote thereon in accordance with their best
judgment.
1997 STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 1997 Annual Meeting must
be received by the Company no later than December 31, 1996 to be considered
for inclusion in the Proxy Statement and Proxy for such meeting.
By Order of the Board of Directors
John M. Starling
Secretary
Dated: April 29, 1996
* * *
The Annual Report to Stockholders for the year ended December 31, 1995,
which includes financial statements, is being mailed concurrently to
stockholders. The Annual Report does not form any part of the material
for the solicitation of proxies.
A copy of the Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1995 filed with the Securities and Exchange Commission
is available without charge to those stockholders who wish more detailed
information concerning the Company. If you wish a copy of the Form 10-K,
please write to: The Goldfield Corporation, Suite 500, 100 Rialto Place,
Melbourne, Florida 32901.
THE GOLDFIELD CORPORATION
PROXY
Annual Meeting of Stockholders to be Held on June 4, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John H. Sottile and John M. Starling, and
each of them, jointly and severally, proxies, with full power of
substitution, to vote with the same force and effect as the undersigned
at the Annual Meeting of the Stockholders of The Goldfield Corporation to
be held at the Melbourne Hilton at Rialto Place, 200 Rialto Place,
Venezia Room, Melbourne, Florida 32901 on June 4, 1996 at 9:00 a.m., and
any adjournment thereof, upon the matters set forth on the reverse hereof
and upon such other matters as may properly come before the meeting, all
in accordance with notice and accompanying proxy statement for said
meeting, receipt of which is acknowledged.
This proxy will be voted as directed. If no direction is indicated, the
proxy will be voted FOR the election of Directors; FOR proposal 2 and to
grant authority to vote on such other matters as may come before the
meeting.
The Goldfield Corporation
P.O. Box 11168
New York, NY 10203-0168
The Board of Directors recommends a vote "FOR" proposals 1, 2 and 3.
1. Election of Directors
/ / FOR all nominees listed below
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
/ / *EXCEPTIONS
Nominees: John P. Fazzini, Danforth E. Leitner, James Sottile, John H.
Sottile, John M. Starling.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below.)
*Exceptions / /
2. Proposal to approve the appointment of KPMG Peat Marwick LLP as
independent public accountants of the Company for the fiscal year
ending December 31, 1996.
/ / FOR
/ / AGAINST
/ / ABSTAIN
3. Such other matters as may come before the meeting.
/ / AUTHORITY GRANTED
/ / WITHHELD
The undersigned revokes all other proxies relating to the shares covered
hereby.
/ / Change of Address and or Comments Mark Here
Please sign exactly as name appears on this proxy. If stock is in the
name of two or more persons, each should sign. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee,
guardian, or other fiduciary capacity, please give full title as such.
If a corporation, please sign in full corporate name by President or
other authorized officers. If a partnership, please sign in partnership
name by authorized person.
Dated: / /, 1996
/ / (L.S.)
/ / (L.S.)
(Signature of Stockholder)
Votes MUST be indicated (x) in Black or Blue ink.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
