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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:/ /
(4) Date Filed:/ /
The Goldfield Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 2, 1998
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 Airport Hilton, 200 Rialto Place, Venezia Room, Melbourne,
Florida 32901, on June 2, 1998 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 1998.
3. The approval of the 1998 Executive Long-Term Incentive Plan.
4. 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 23,
1998 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 30, 1998
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 2, 1998
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 2, 1998, 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 30, 1998.
RECORD DATE, SHAREHOLDERS ENTITLED TO VOTE AND REQUIRED VOTE
The stock transfer books will not be closed. As of March 31, 1998
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 23, 1998 will be entitled
to vote at the Annual Meeting of Stockholders on June 2, 1998.
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 and the proposal with respect to the
1998 Executive Long-Term Incentive Plan. 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 nominees for directors named
herein; (2) FOR the ratification of the appointment of KPMG Peat
Marwick LLP as independent certified public accountants for the year
1998; and (3) FOR the approval of the 1998 Executive Long-Term
Incentive Plan.
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 Director
Name For the Last Five Years Since Age (1)
<S> <C> <C> <C>
John P. Fazzini Real Estate Developer; 1984 53
President of Bountiful Lands, Inc.
(real estate development
corporation) since 1980.
Danforth E. Leitner Real Estate Broker; Real Estate 1985 57
Appraiser; President of The
Leitner Company (real estate
brokerage and appraisal
corporation) since 1984.
James Sottile Chairman of the Board 1969 84
of Directors of the Company
since 1971.
John H. Sottile(2) President of the Company since 1983 50
1983 and Chief Executive Officer
of the Company since 1985.
John M. Starling Secretary of the Company since 1971 68
March 1996; Of Counsel to the
law firm of Dwight W. Severs
& Associates, P.A. since March
1998; Of Counsel for the law firm
of Severs, Stadler & Harris, P.A.
between January 1995 and March 1998;
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, 1997.
(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 1997, each non-employee director received an
annual fee of $12,000, payable $1,000 per month.
Committees and Meetings of the Board of Directors
During 1997, 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, Danforth E. Leitner and John P. Fazzini. During 1997, 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 1997.
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 1997, the Nominating Committee held one meeting.
The Nominating Committee is not precluded from considering written
recommendations for nominees from stockholders. Such recommendations
for the 1999 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, 1998.
During 1997, no incumbent director attended fewer than 100% 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, 1998, 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-five
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, a majority of which is composed of independent 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.
ITEM 3.
1998 EXECUTIVE LONG-TERM INCENTIVE PLAN
At its meeting on March 10, 1998, the Board of Directors adopted the
1998 Executive Long-Term Incentive Plan (the "Plan"), which will
become effective upon approval by the shareholders. The following
is a summary of the material features of the Plan and is qualified
in its entirety by reference to the Plan.
Purpose of the Plan
The purpose of the Plan is to promote the success and enhance the
value of the Company by linking the personal interests of
participants to those of the Company's shareholders and customers.
The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract and retain the services of
participants upon whose judgment, interest and special effort the
successful conduct of its operations is largely dependent.
Effective Date and Duration
The Plan will become effective upon approval by the shareholders and
shall remain in effect, subject to the right of the Board of
Directors to terminate the Plan at any time, until all shares
subject to the Plan shall have been purchased or acquired.
Amendments
The Board may, at any time and from time to time, alter, amend,
suspend or terminate the Plan in whole or in part.
Administration of the Plan
The Plan will be administered by a committee of the Board consisting
solely of two or more members of the Board (the "Committee").
Shares Subject to the Plan
The Plan authorizes the grant of up to 1,300,000 shares of The
Goldfield Corporation Common Stock. Shares underlying awards that
lapse or are forfeited or awards that are not paid in shares may be
reused for subsequent awards. Only the number of shares issued net
of shares tendered for exercise shall be deemed issued under the
Plan. Shares may be authorized but unissued shares of Common Stock,
treasury shares or shares purchased on the open market. The market
value of Company Common Stock as of April 3, 1998 was $0.3125 per
share.
If any corporate transaction occurs that causes a change in the
capitalization of the Company, the Committee shall make such
adjustments to the outstanding awards and the shares of stock that
may be delivered under the Plan as it deems appropriate and
equitable to prevent dilution or enlargement of rights.
Eligibility and Participation
Employees eligible to participate in the Plan include all officers
and key employees of the Company and its subsidiaries, as determined
by the Committee, including employees who are members of the Board
of Directors, but excluding directors who are not employees. It is
anticipated that the approximate number of employees who will be
eligible initially to participate under the Plan will be 25.
Grants under the Plan
The Plan permits the grant of Nonqualified Stock Options (NQSO),
Incentive Stock Options (ISO), Stock Appreciation Rights (SAR),
Restricted Stock, Restricted Stock Units, Performance Units,
Performance Shares and other awards.
Change in Control
Upon a change in control, as defined in the Plan,
(a) Any and all options and SARs granted under the Plan shall become
immediately exercisable;
(b) Restricted stock shall become immediately vested in full and
restricted stock units shall be paid out in cash; and
(c) The target payout opportunity attainable under all outstanding
awards of performance units and performance shares shall be
deemed to have fully earned for the entire performance
period(s); performance shares shall be paid out in shares and
performance units in cash.
Award Information
It is not possible at this time to determine awards that will be
made pursuant to the Plan.
Federal Income Tax Consequences
The following is a brief description of the federal tax consequences
related to options to be awarded under the Plan.
1. Consequences to the Optionholder
Grant. There are no federal income tax consequences to the
optionholder solely by reason of the grant of ISOs or NQSOs under
the Plan.
Exercise. The exercise of an ISO is not a taxable event for regular
federal income tax purposes if certain requirements are satisfied,
including the restriction providing that the optionholder generally
must exercise the option no later than three months following the
termination of employment. However, such exercise may give rise to
an alternative minimum tax liability (see "Alternative Minimum Tax"
below).
Upon the exercise of a NQSO, the optionholder will generally
recognize ordinary income in an amount equal to the excess of the
fair market value of the shares of Company Common Stock at the time
of exercise over the amount paid as the exercise price. The
ordinary income recognized in connection with the exercise by an
optionholder of a NQSO will be subject to both wage and employment
tax withholding.
The optionholder's tax basis in the shares acquired pursuant to the
exercise of an option will be the amount paid upon exercise plus, in
the case of a NQSO, the amount of ordinary income recognized by the
optionholder upon exercise.
Qualifying Disposition. If an optionholder disposes of shares of
Company Common Stock acquired upon exercise of an ISO in a taxable
transaction, and such disposition occurs more than two years from
the date on which the option is granted and more than one year after
the date on which the shares are transferred to the optionholder
pursuant to the exercise of the ISO, the optionholder will recognize
long-term capital gain or loss equal to the difference between the
amount realized upon such disposition and the optionholder's
adjusted basis in such shares (generally the option exercise price).
Disqualifying Disposition. If the optionholder disposes of shares
of the Company Common Stock acquired upon the exercise of an ISO
(other than in certain tax-free transactions) within two years from
the date on which the ISO is granted or within one year after the
transfer of shares to the optionholder pursuant to the exercise of
the ISO, then at the time of disposition the optionholder will
generally recognize ordinary income equal to the lesser of (i) the
excess of such share's fair market value on the date of exercise
over the exercise price paid by the optionholder or (ii) the
optionholder's actual gain (i.e., the excess, if any, of the amount
realized on the disposition over the exercise price paid by the
optionholder). If the total amount realized on a taxable
disposition (including return of capital and capital gain) exceeds
the fair market value on the date of exercise, then the optionholder
will recognize a capital gain in the amount of such excess. If the
optionholder incurs a loss on the disposition (i.e., if the total
amount realized is less than the exercise price paid by the
optionholder), then the loss will be a capital loss.
Other Disposition. If an optionholder disposes of shares of Company
Common Stock acquired upon exercise of a NQSO in a taxable
transaction, the optionholder will recognize capital gain or loss in
an amount equal to the difference between his basis (as discussed
above) in the shares sold and the total amount realized upon
disposition. Any such capital gain or loss (and any capital gain or
loss recognized on a disqualifying disposition of shares of Company
Common Stock acquired upon exercise of ISOs as discussed above) will
be long-term depending on whether the shares of Company Common Stock
were held for more than one year from the date such shares were
transferred to the optionholder.
Alternative Minimum Tax Considerations. Alternative minimum tax
("AMT") is payable if and to the extent it exceeds the taxpayer's
regular tax liability, and any AMT paid generally may be credited
against future regular tax liability (but not future AMT liability).
AMT applies to alternative minimum taxable income; generally regular
taxable income as adjusted for tax preferences and other items are
treated differently under the AMT.
For AMT purposes, the spread upon exercise of an ISO (but not a
NQSO) will be included in alternative minimum taxable income, and
the taxpayer will receive a tax basis equal to the fair market value
of the shares at such time for subsequent AMT purposes. However, if
the optionee disposes of the ISO shares in the year of exercise, the
AMT income cannot exceed the gain recognized for regular tax
purposes, provided that the disposition meets certain third-party
requirements for limiting the gain on a disqualifying disposition.
If there is a disqualifying disposition in a year other than the
year of exercise, the income on the disqualifying disposition is not
considered alternative minimum taxable income.
2. Consequences to the Company
There are no federal income tax consequences to the Company by
reason of the grant of ISOs or NQSOs or the exercise of ISOs (other
than disqualifying dispositions).
At the time the optionholder recognizes ordinary income from the
exercise of a NQSO, the Company will be entitled to a federal income
tax deduction in the amount of the ordinary income so recognized (as
described above), provided that the Company satisfies its
withholding obligations described below. To the extent the
optionholder recognizes ordinary income by reason of a disqualifying
disposition of the stock acquired upon exercise of ISOs, the Company
will be entitled to a corresponding deduction in the year in which
the disposition occurs.
The Company will be required to report to the Internal Revenue
Service any ordinary income recognized by any optionholder by reason
of the exercise of a NQSO. The Company will be required to withhold
income and employment taxes (and pay the employer's shares of
employment taxes) with respect to ordinary income recognized by the
optionholder upon the exercise of NQSOs.
3. Other Tax Consequences
The foregoing discussion is not a complete description of the
federal income tax aspects of ISOs and NQSOs under the Plan. In
addition, administrative and judicial interpretations of the
application of the federal income tax laws are subject to change.
Furthermore, the foregoing discussion does not address state or
local tax consequences.
The Board of Directors unanimously recommends a vote "FOR" the
approval of the Plan.
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1998, 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 Percent of Class Percent
Conversion of Preferred Preferred of Voting
Beneficial Owners Common Preferred Series A Common Series A Securities
(2) (3) (1) (4)
<S> <C> <C> <C> <C> <C> <C>
(a) Holders of
more than 5%
(other than
Directors):
Anthony J. Ford(5)
33 Van Ripper Street
Staten Island,
NY 10302 1,512,600 5.63% 5.63%
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:(6)
John P. Fazzini 100
Patrick S. Freeman 200
Danforth E. Leitner 600
James Sottile 1,751 0.01% 0.01%
John H. Sottile 372,087 225,360 196,833 1.39% 57.99% 2.21%
John M. Starling 1,000
(c) All Officers and
Directors as a
group (8 in
number): 375,738 225,360 196,833 1.40% 57.99% 2.22%
_________________
(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) Information as to shares beneficially owned is based soley on
information contained in Form
13-D as filed with the Security and Exchange Commission on December 6,
1997.
(6) Stephen R. Wherry, Vice President, Treasurer and Chief Financial
Officer of the Company and Robert L. Jones, President of the Company's
electrical construction subsidiary, do not own any Common Stock or
Series A Preferred Stock of the Company.
</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, 1997.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the cash
compensation for the Company's Chief Executive Officer and executive
officers, including two executive officers of subsidiaries, whose
compensation exceeded $100,000 during the years ended December 31,
1997, 1996 and 1995. The information provided under the heading
"Executive Compensation" is that required by "small business
issuers" as defined by the rules of the SEC.
<TABLE>
Summary Compensation Table
Annual Compensation All Other
Salary Bonus Compensation
Name and Principal Position Year ($)(1) ($)(1) ($)(2)
<S> <C> <C> <C> <C>
John H. Sottile 1997 356,307 - 4,750
President & Chief 1996 351,109 - 4,500
Executive Officer 1995 253,790 - 4,500
Patrick S. Freeman 1997 112,500 15,000 3,825
President of mining 1996 112,500 12,500 3,750
subsidiaries 1995 112,500 - 3,375
Robert L. Jones 1997 90,000 84,352 3,476
President of electrical 1996 91,731 34,246 2,752
construction subsidiary
Stephen R. Wherry 1997 93,250 22,500 3,473
Vice President, Treasurer 1996 88,250 12,500 3,022
and Chief Financial Officer 1995 83,958 - 2,519
_________________
(1) Amounts reported represent compensation earned for the year, some of
which may have been paid in a subsequent year.
(2) All other compensation for 1997, 1996 and 1995 includes company
contributions to the Company's Cash Deferred Profit-Sharing Plan.
</TABLE>
The persons named in the foregoing table, together with John M.
Starling, Secretary of the Company and James Sottile, Chairman of
the Board of Directors of the Company and Chairman of the Company's
electrical construction subsidiary are all the executive officers of
the Company. Information concerning the executive officers (other
than Messrs. Freeman, Jones and James Sottile) is set forth in the
Company's Annual Report on Form 10-K for the year ended December 31,
1997. Mr. Freeman, 51, has been President of the Company's mining
subsidiaries since 1988. Mr. Jones, 50, has served as President of
the Company's electrical construction subsidiary since September 11,
1995. Mr. Jones had been Vice President of the Company's electrical
construction subsidiaries since 1981. Mr. James Sottile 84, has
served as Chairman of the Board of the Company's electrical
construction subsidiary since March 1983, except for the period of
September 1995 through December 1997. Mr. James Sottile has been
Chairman of the Board of Directors of the Company since 1969.
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 $306,000. 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 Messrs. Sottile, Freeman, Jones and Wherry 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.
Related Transactions
During fiscal 1997 the Company's electrical construction subsidiary
loaned to Robert L. Jones, its President, $63,000, repayable in
three annual installments of $21,000, commencing March 31, 1998.
The loan bears interest at the rate of 7.5% and is secured by a
second mortgage on his personal residence. In March 1998, Mr. Jones
reduced the principal by $36,318 representing the required annual
payment plus prepayment of $15,318.
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.
1999 STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 1999 Annual Meeting
must be received by the Company no later than December 31, 1998 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 30, 1998
* * *
The Annual Report to Stockholders for the year ended December 31,
1997, 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, 1997 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 2, 1998
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 Airport Hilton,
200 Rialto Place, Venezia Room, Melbourne, Florida 32901 on June 2,
1998 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 the appointment of KPMG Peat Marwick LLP as independent public
accountants; FOR the approval of the 1998 Executive Long-Term Incentive
Plan; 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, 3 and
4.
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, 1998.
/ / FOR
/ / AGAINST
/ / ABSTAIN
3. Proposal to approve the 1998 Executive Long-Term Incentive Plan
/ / FOR
/ / AGAINST
/ / ABSTAIN
4. 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: / /, 1998
/ / (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.
