<PAGE>
April 29, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Kaiser Aluminum & Chemical Corporation (the "Company")
Definitive Proxy Materials
Ladies and Gentlemen:
On behalf of the Company and pursuant to Rule 14a-6(b)
promulgated under the Securities and Exchange Act of 1934, as
amended (the "1934 Act"), please find attached the Definitive
Proxy Statment with respect to the 1996 Annual Meeting of
Stockholders, including the Notice of 1996 Annual Meeting, and
forms of Proxies.
The filing fee of $125 has been deposited to the
Commission's account via wire transfer. It is intended that
these materials will be released to the Company's stockholders
commencing on or about May 3, 1996.
Please be advised that by copy of this letter, six (6)
copies of such materials are being delivered to the New York
Stock Exchange.
Please contact the undersigned at (510) 847-5882 with any
questions or comments you may have.
Sincerely,
/s/ John M. Donnan
John M. Donnan
General Attorney
cc: w/ Enclosures
VIA FEDERAL EXPRESS
Mr. Hugh O'Brien
New York Stock Exchange
20 Broad Street, 18th Floor
New York, New York 10005
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[KACC Logo]
April 29, 1996
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders (the "Annual Meeting" of Kaiser Aluminum & Chemical
Corporation (the "Company") to be held at 10:00 a.m. on
Wednesday, June 5, 1996, at 5847 San Felipe, 26th Floor, (Board
of Directors Meeting Room), Houston, Texas.
At the Annual Meeting, the holders of the Company's Common
Stock, par value $.33-1/3 per share, Cumulative (1985 Series A)
Preference Stock and Cumulative (1985 Series B) Preference Stock
(all such holders being collectively referred to as the
"Stockholders") will consider and vote, as a single class, (i) in
the election of directors, and (ii) upon such other business as
may properly be presented to the Annual Meeting or any
adjournments or postponements thereof.
Each Stockholder of record at the close of business on April
30, 1996 is entitled to receive notice of and vote at the Annual
Meeting and is urged to attend the Annual Meeting. Whether or
not you intend to be present at the Annual Meeting, we urge you
to complete, date, sign and promptly return the enclosed proxy
card.
We look forward to seeing as many of you as possible at the
Annual Meeting.
/s/ George T. Haymaker, Jr.
GEORGE T. HAYMAKER, JR.
Chairman of the Board and
Chief Executive Officer
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<PAGE>
KAISER ALUMINUM & CHEMICAL CORPORATION
6177 Sunol Boulevard
Pleasanton, California 94566-7769
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 5, 1996
The Annual Meeting of Stockholders (the "Annual
Meeting") of Kaiser Aluminum & Chemical Corporation (the
"Company") will be held at 5847 San Felipe, 26th Floor, (Board
of Directors Meeting Room), Houston, Texas, on Wednesday, June 5,
1996, at 10:00 a.m., Houston time, for the following purposes:
1. To elect six (6) directors to hold office until
the Company's 1996 Annual Meeting of
Stockholders or until their respective
successors are elected and qualified; and
2. To consider and transact such other business as
may properly be presented to the Annual Meeting
or any adjournments or postponements thereof.
Holders of record of the Company's common stock, par
value $.33-1/3 per share, Cumulative (1985 Series A) Preference
Stock and Cumulative (1985 Series B) Preference Stock (all such
holders being collectively referred to as the "Stockholders") as
of the close of business on April 30, 1996 are entitled to notice
of and to vote at the Annual Meeting. All Stockholders will vote
as a single class at the Annual Meeting. Stockholders' lists
will be available commencing May 24, 1996, and may be inspected
for purposes germane to the Annual Meeting during normal business
hours prior to the Annual Meeting at the offices of the Company,
5847 San Felipe, Suite 2600, Houston, Texas.
By Order of the Board of Directors
/s/ Byron L. Wade
BYRON L. WADE
Secretary
April 29, 1996
IMPORTANT
Please complete, date and sign the enclosed proxy
card and return it promptly in the enclosed envelope provided for
your convenience and which requires no postage if mailed in the
United States. Any Stockholder who attends the Annual Meeting
may vote personally on all matters brought before the Annual
Meeting and, in that event, his or her proxy will not be used.
<PAGE>
<PAGE>
KAISER ALUMINUM & CHEMICAL CORPORATION
6177 Sunol Boulevard
Pleasanton, California 94566-7769
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 5, 1996
This proxy statement is furnished to Stockholders
(as defined below) in connection with the solicitation of proxies
on behalf of the Board of Directors of Kaiser Aluminum & Chemical
Corporation (the "Company"), a Delaware corporation, to be voted
at an Annual Meeting of Stockholders (the "Annual Meeting") to be
held on June 5, 1996 and any adjournments or postponements
thereof, at the time and place and for the purposes set forth in
the accompanying notice of Annual Meeting. The principal
executive offices of the Company are located at 6177 Sunol
Boulevard, Pleasanton, California 94566-7769, telephone (510)
462-1122.
This proxy statement, the accompanying proxy card
and the Notice of Annual Meeting are being mailed, commencing on
or about May 3, 1996, to the record holders as of the close of
business on April 30, 1996 of the Company's common stock, par
value $.33-1/3 per share (the "Common Stock"), Cumulative (1985
Series A) Preference Stock ("1985 Series A Stock") and Cumulative
(1985 Series B) Preference Stock ("1985 Series B Stock"), all
such holders being collectively referred to as the "Stockholders").
The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, is being mailed to stockholders
together with, but is not part of, this proxy statement and other
proxy materials.
We cordially invite you to attend the Annual
Meeting. Whether or not you plan to attend, please complete,
date, sign and promptly return your proxy card in the enclosed
envelope. Any one or more of the persons authorized to act as
proxies at the Annual Meeting as listed on the proxy cards are
Robert W. Irelan, John T. La Duc, Anthony R. Pierno and Byron L.
Wade. If you are a holder of record, you may revoke your
proxy at any time prior to its exercise at the Annual Meeting by
giving notice to the Company's Secretary, by filing a later dated
proxy or, if you attend the Annual Meeting, by voting your shares
in person. Proxies will be voted in accordance with the
directions specified thereon or, in the absence of instructions,
"FOR" the election of the directors. The presence, in person or
by proxy, of the holders of a majority of the shares of the
Company's capital stock entitled to vote at the Annual Meeting is
required to constitute a quorum for the transaction of business
at the Annual Meeting. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a
quorum for the transaction of business. A plurality of the votes
present, in person or by proxy, is necessary for the election of
directors. Under applicable Delaware law, abstentions and broker
non-votes will have no effect on the outcome of the election of
directors.
The Company's Common Stock is 100% owned by Kaiser
Aluminum Corporation ("KAC"). There is no established public
trading market for the Common Stock. The holders of record of
approximately 90% of the 1985 Series A Stock and approximately
44% of the 1985 Series B Stock are the trustees under the Trust
Agreement of the Company's USWA Employee Stock Ownership Plan and
the Trust Agreement of the Company's Salaried Employee Stock
Ownership Plan, respectively. The trustees have agreed to vote
the shares of the 1985 Series A Stock and 1985 Series B Stock
held by them as directed by the beneficial owners of such shares,
or with respect to shares of such stock as to which no voting
instructions are received, in the same proportions as the shares
as to which instructions are received are voted. As of March 29,
1996, there were 46,171,365 shares of Common Stock, 599,845
shares of 1985 Series A Stock and 97,193 shares of Series B Stock
outstanding.
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<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, six directors will be elected
by the Stockholders to serve until the 1997 Annual Meeting or
until their respective successors are duly elected and qualified.
The six nominees receiving the highest number of votes will be
elected.
The six persons nominated for election to the Board
of Directors at the Annual Meeting are Robert J. Cruikshank,
George T. Haymaker, Jr., Charles E. Hurwitz, Ezra G. Levin,
Robert Marcus and Robert J. Petris. All of such nominees are
currently members of the Board of Directors. See, "Executive
Officers and Directors" and "Principal Stockholders" for
information concerning each of the nominees, including the dates
on which they first became directors, their business experience
during the past five years and the number of shares of the
Company's capital stock owned beneficially by each of them as of
March 29, 1996. Each of the nominees has consented to serve as a
member of the Board of Directors if elected.
The persons named in the proxies will vote the
shares represented thereby for the election of the foregoing
named nominees except where authority has been withheld as to a
particular nominee or as to all such nominees. Should any
nominee decline or be unable to serve as a director of the
Company, which is not anticipated, the persons named in the
proxies will vote for the election in his stead of such other
person as the Board of Directors may recommend.
The Board of Directors recommends a vote "FOR" the
election of all nominees for director of the Company.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company (sometimes
referred to herein as the "Board") held six meetings and acted by
written consent on five occasions during 1995. In addition,
management confers frequently with its directors on an informal
basis to discuss Company affairs. During 1995, no director
attended fewer than 93% of the aggregate of the meetings of the
Board and all committees of the Board on which he served.
The Board of Directors of the Company currently has
three standing committees. These committees consist of the
Executive, Audit and Compensation Committees.
The Executive Committee meets on call and has
authority to act on most matters during the intervals between
meetings of the entire Board of Directors. Its current members
are Messrs. Haymaker and Hurwitz (Chairman). The Executive
Committee held three meetings and acted by written consent ten
times during 1995.
The Audit Committee presently consists of Messrs.
Levin, Marcus (Chairman) and Petris. The Audit Committee meets
with appropriate Company financial and legal personnel, internal
auditors and independent public accountants and reviews the
internal controls of the Company and the objectivity of its
financial reporting. This Audit Committee recommends to the
Board the appointment of the independent public accountants to
serve as auditors in examining the corporate accounts of the
Company. The independent public accountants periodically meet
privately with the Audit Committee and have access to the
Committee at any time. The Audit Committee met on one occasion
during 1995.
The Compensation Committee reviews and advises
management, makes recommendations to the Board, and reviews and
approves proposals regarding the establishment or change of
benefit plans, salaries or compensation afforded the executive
officers and other employees of the Company. Messrs. Cruikshank,
Levin (Chairman) and Marcus currently serve as members of the
Compensation Committee. The Compensation Committee met on six
occasions and acted by written consent one time during 1995.
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<PAGE>
The Board of Directors of the Company does not have
a standing nominating committee nor does it have any committee
performing a similar function.
Director Compensation
Directors who were not employees of the Company or
KAC, received a base fee of $30,000 for the 1995 calendar year.
Non-employee directors of the Company who were also non-employee
directors of MAXXAM Inc. ("MAXXAM"), KAC's parent, received
director or committee fees for serving as a director of the
Company and/or KAC in addition to the fees received from MAXXAM.
In addition to the compensation payable as a director for 1995,
the Chairman of each of the Executive, Audit and Compensation
Committees was paid a fee of $3,000 per year for services as
Chairman of such committee. All members of such committees
received a fee of $1,500 per day per committee meeting held in
person on a date other than a Board meeting date and $500 per
formal telephonic committee meeting. In respect of 1995, Messrs.
Cruikshank, Levin, Marcus and Petris received an aggregate
$32,500, $35,500, $42,356 and $24,880, respectively, in such
director and committee fees from the Company and KAC.
Subject to the approval of the Chairman of the
Board, directors may also be paid additional ad hoc fees for
extraordinary services in the amount of $750 per half day or
$1,500 per day for such services. No such extraordinary services
were performed during 1995. Directors are reimbursed for travel
and other disbursements relating to Board and committee meetings.
Fees to directors who are also employees of the Company, KAC or
MAXXAM are deemed to be included in their salary. Directors of
the Company were also directors of KAC and received the foregoing
compensation for acting in both capacities.
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<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information,
as of April 29, 1996, with respect to the executive officers and
directors of the Company. All officers and directors hold office
until their respective successors are elected and qualified or
until earlier resignation or removal.
Name Positions and Offices with the Company
---- --------------------------------------
George T. Haymaker, Jr. Chairman of the Board, Chief Executive
Officer and Director
Joseph A. Bonn Vice President, Planning and
Administration
John T. La Duc Vice President and Chief Financial
Officer
John E. Daniel Vice President, and President of Kaiser
Primary Products
Lawrence L. Watts Vice President, and President of Kaiser
Aluminum International
Anthony R. Pierno Vice President and General Counsel
Byron L. Wade Vice President, Secretary and Deputy
General Counsel
Robert E. Cole Vice President, Government Affairs
Richard B. Evans Vice President
Robert W. Irelan Vice President, Public Relations
Alan G. Longmuir Vice President, Research and Development
Raymond J. Milchovich Vice President, and President of Kaiser
Flat-Rolled Products
James T. Owen Vice President, and President of Kaiser
Extruded Products
Geoffrey W. Smith Vice President, and President of Kaiser
Alumina
Kris S. Vasan Vice President, Financial Risk
Management
Arthur S. Donaldson Controller
Karen A. Twitchell Treasurer
Robert J. Cruikshank Director
Charles E. Hurwitz Director and Vice Chairman
Ezra G. Levin Director
Robert Marcus Director
Robert J. Petris Director
George T. Haymaker, Jr. Mr. Haymaker, age 58,
assumed the positions of Chairman of the Board and Chief
Executive Officer of the Company and KAC effective January 1,
1994. From May 1993 to December 1993, Mr. Haymaker served as
President and Chief Operating Officer of the Company and KAC.
Mr. Haymaker became a director of KAC in May 1993, and a director
of the Company in June 1993. From 1987 to April 1993, Mr.
Haymaker was a partner in a partnership which acquired,
redirected and operated small to medium sized companies in the
metals industry. Since July 1987, Mr. Haymaker has been a
director, and from February 1992 through March 1993 was President
of, Metalmark Corporation, which is in the business of semi-
fabrication of aluminum specialty foils and extrusions. From May
1986 until February 1993, he also served as President of West
Coast Sales Corp., which provides management and acquisition
services. Mr. Haymaker also served as Chief Executive Officer
and a director of Amarlite Architectural Products, Inc.
("Amarlite"), a producer of architectural curtain wall and
entrance products, from August 1990 to April 1992 and from April
1989 to February 1993, respectively. He was a director of
American Powdered Metals Company, which is engaged in the
manufacture of powdered metal components, from August 1988 to
March 1993, and Hayken Metals Asia Limited, which represents
manufacturers of aluminum and metal products, from January 1988
to April 1993. From 1984 to 1986, Mr. Haymaker served as
Executive Vice President Aluminum Operations of Alumax Inc.,
responsible for all primary aluminum and semifabricating
activities.
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<PAGE>
Joseph A. Bonn. Mr. Bonn, age 52, has been Vice
President, Planning and Administration of KAC and the Company
since February 1992 and July 1989, respectively. Mr. Bonn has
served as a Vice President of the Company since April 1987 and
served as Senior Vice President Administration of MAXXAM from
September 1991 through December 1992. He was also the Company's
Director of Strategic Planning from April 1987 until July 1989.
From September 1982 to April 1987, Mr. Bonn served as General
Manager of various aluminum fabricating divisions.
John T. La Duc. Mr. La Duc, age 53, has been Vice
President and Chief Financial Officer of KAC since June 1989 and
May 1990, respectively, and was Treasurer of KAC from August 1995
until February 1996 and from January 1993 until April 1993. He
was also Treasurer of the Company from June 1995 until February
1996, and has been Chief Financial Officer of the Company since
January 1990 and a Vice President of the Company since June 1989.
Since September 1990, Mr. La Duc has served as Senior Vice
President of MAXXAM. Mr. La Duc also serves as a Vice President
and a director of MAXXAM Group Inc. ("MGI"), a wholly owned
subsidiary of MAXXAM, The Pacific Lumber Company ("Pacific
Lumber"), an indirect subsidiary of MAXXAM engaged in forest
products operations, and Pacific Lumber's subsidiary, Scotia
Pacific Holding Company ("Scotia Pacific"). He previously served
as Chief Financial Officer of MAXXAM and MGI from September 1990
until December 1994 and February 1995, respectively, and of
Pacific Lumber from October 1990 and Scotia Pacific from November
1992 until February 1995.
John E. Daniel. Mr. Daniel, age 60, has been a Vice
President of the Company since January 1992, President of Kaiser
Primary Products since June 1995, and has been the General
Manager of the Company's primary aluminum products business unit
since November 1990. From November 1990 to January 1992, he was
Divisional Vice President of the Company's primary aluminum
products business unit. From December 1989 to November 1990, Mr.
Daniel was Reduction Plant Manager of the Company's Tacoma,
Washington plant and from July 1986 to December 1989, he was
Reduction Plant Manager of the Company's formerly owned
Ravenswood, West Virginia plant.
Lawrence L. Watts. Mr. Watts, age 49, has been
President of Kaiser Aluminum International since June 1995 and a
Vice President of the Company since January 1992. From April
1994 until June 1995, Mr. Watts was General Manager International
Development. Mr. Watts previously served as Co-General Manager
of the Company's alumina business unit from September 1991 until
December 1994. From June 1989 to January 1992, Mr. Watts was
Divisional Vice President, Governmental Affairs and Human
Resources, for the alumina business unit, and from July 1988 to
June 1989, he was Divisional Vice President, Public Relations and
Governmental Relations, for the alumina business unit. From
September 1984 to July 1988, Mr. Watts was Manager, Human
Resources for the alumina business unit.
Anthony R. Pierno. Mr. Pierno, age 64, has served
as Vice President and General Counsel of the Company and KAC
since January 1992. He also serves as Senior Vice President and
General Counsel of MAXXAM, positions he has held since February
1989. Mr. Pierno has also served as Vice President and General
Counsel of MGI and Pacific Lumber since May 1989, and Scotia
Pacific since November 1992, and as a director of MGI and Pacific
Lumber since November 1993 and January 1994, respectively.
Immediately prior to joining MAXXAM, Mr. Pierno served as partner
in charge of the business practice group in the Los Angeles
office of the law firm of Pillsbury, Madison & Sutro. He has
served as the Commissioner of Corporations of the State of
California and as Chair of several committees of the State Bar of
California. Mr. Pierno is Chairman of the Board of Trustees of
Whittier College, and a former member and past Chairman of the
Board of Trustees of Marymount College.
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<PAGE>
Byron L. Wade. Mr. Wade, age 49, has served as Vice
President and Secretary of the Company and KAC since January
1992, and Deputy General Counsel of KAC and the Company since May
and June 1992, respectively. Mr. Wade has also served as Vice
President and Deputy General Counsel of MAXXAM since May 1990,
and Secretary of MAXXAM since October 1988. He previously served
as Assistant Secretary and Assistant General Counsel of MAXXAM
from November 1987 to October 1988 and May 1990, respectively.
In addition, Mr. Wade has served since May 1993 as a Vice
President and Secretary of SHRP General Partner, Inc. ("SHRP"),
the current managing general partner of Sam Houston Race Park,
Ltd., a Texas limited partnership and subsidiary of MAXXAM which
operates a horse racing facility in Texas ("SHRP, Ltd."). Mr.
Wade has served as Vice President, Secretary and Deputy General
Counsel of Pacific Lumber and Scotia Pacific since June 1990 and
November 1992, respectively, and as Vice President, Secretary and
Deputy General Counsel of MGI since July 1990. He had previously
served since 1983 as Vice President, Secretary and General
Counsel of MCO Resources, Inc., a publicly traded oil and gas
company, which was majority owned by MAXXAM.
Robert E. Cole. Mr. Cole, age 49, has been a Vice
President of the Company since March 1981. Since September 1990,
Mr. Cole also has served as Vice President Federal Government
Affairs of MAXXAM, MGI and Pacific Lumber. Mr. Cole is currently
Chairman of the United States Auto Parts Advisory Committee
established by the United States Congress.
Richard B. Evans. Mr. Evans, age 48, has been a
Vice President of the Company since January 1, 1992, and was
responsible for the worldwide commercial development of the
Company's proprietary micromill rolling process for canstock
production from April 1994 through February 1996. Mr. Evans has
been President of Kaiser Micromills since June 1995. He
previously served as General Manager of the Company's flat-rolled
products business unit from January 1989 to April 1994. From
July 1986 to January 1992, he was Divisional Vice President of
the Company's flat-rolled products business unit.
Robert W. Irelan. Mr. Irelan, age 59, has served
the Company as Vice President, Public Relations since February
1988. He has also been Vice President Public Relations of MGI,
Pacific Lumber and MAXXAM since September 1990. From June 1985
to February 1988, Mr. Irelan served as Divisional Vice President
Corporate Public Relations of the Company, and from 1968 to June
1985 he served the Company and certain affiliated companies in a
variety of positions.
Alan G. Longmuir. Mr. Longmuir, age 55, has been
Vice President Research and Development of the Company since June
1995, and previously was Divisional Vice President Research and
Development of the Company since October 1988. Mr. Longmuir
served as the Company's Director of Manufacturing Systems from
January 1985 to October 1988. From September 1982 to January
1985 he acted as the Company's Manager Automated Systems and
Electrical Engineering; and from January 1978 to September 1982
was the Company's Manager Metals Automation.
Raymond J. Milchovich. Mr. Milchovich, age 46, has
been Vice President President of Kaiser Flat-Rolled Products, of
the Company since June 1995. From July 1986 to June 1995, Mr.
Milchovich served as Divisional Vice President of the Company's
flat-rolled products business unit and Works Manager of the
Company's Trentwood facility in Spokane, Washington.
James T. Owen. Mr. Owen, age 58, has been Vice
President President of Kaiser Extruded Products, of the Company
since June 1995. Mr. Owen previously served as a Divisional Vice
President and General Manager of the Company's extruded products
business unit from February 1988 to June 1995. From January 1984
to January 1985, Mr. Owen served as the General Manager of the
Company's Los Angeles extrusions facility and from July 1976 to
January 1984, Mr. Owen served as plant manager of various
aluminum fabricating facilities.
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<PAGE>
Geoffrey W. Smith. Mr. Smith, age 49, has been
President of Kaiser Alumina since June 1995 and a Vice President
of the Company since January 1992. From December 1994 until June
1995, Mr. Smith was General Manager of the Company's alumina
business unit. Mr. Smith previously served as Co-General Manager
of the Company's alumina business unit from September 1991
through December 1994. From September 1990 to January 1992, Mr.
Smith was Divisional Vice President of the Company's alumina
business unit. From August 1988 to August 1990, Mr. Smith was
Director of Business Development for the alumina business unit,
and from 1982 to August 1988, he was Operations/Technical Manager
for the Company's Gramercy, Louisiana facility.
Kris S. Vasan. Mr. Vasan, age 46, has been Vice
President, Financial Risk Management, of the Company since June
1995. Mr. Vasan previously served as Treasurer of KAC from April
1993 until August 1995 and as Treasurer of the Company from April
1993 until June 1995. Prior to that, Mr. Vasan served the
Company and KAC as Corporate Director of Financial Planning and
Analysis from June 1990 until April 1993. From October 1987
until June 1990, he served as Associate Director of Financial
Planning and Analysis.
Arthur S. Donaldson. Mr. Donaldson, age 53, became
Controller of the Company and KAC effective February 1, 1996.
Mr. Donaldson previously served as Assistant Controller of the
Company and KAC since September 1992. From January 1985 to
September 1992, Mr. Donaldson was Manager of External Reporting
for KAC.
Karen A. Twitchell. Ms. Twitchell, age 40, was
elected to the position of Treasurer of the Company and KAC
effective February 1, 1996. Prior to joining the Company, Ms.
Twitchell was Vice President and Treasurer of Southdown, Inc., a
Houston-based company specializing in portland and masonry
cement, since April 1994 and Treasurer since 1989.
Robert J. Cruikshank. Mr. Cruikshank, age 65, has
served as a director of the Company and KAC since January 1994.
In addition, he has been a director of MAXXAM since May 1993.
Mr. Cruikshank was a Senior Partner in the international public
accounting firm of Deloitte & Touche from December 1989 until his
retirement in March 1993. Prior to its merger with Touche Ross &
Co. in December 1989, Mr. Cruikshank served as Managing Partner
of Deloitte Haskins & Sells from June 1974 until the merger, and
served on such firm's board of directors from 1981 to 1985. Mr.
Cruikshank also serves as a director and on the Compensation
Committee of Houston Industries Incorporated, a public utility
holding company with interests in electric utilities, coal and
transportation businesses; a director of Texas Biotechnology
Incorporated; and as Advisory Director of Compass Bank Houston.
Charles E. Hurwitz. Mr. Hurwitz, age 55, was
appointed Vice Chairman of the Company in December 1994 and has
served as a director of KAC and the Company since October and
November 1988, respectively. Mr. Hurwitz has also served as a
member of the Board of Directors and the Executive Committee of
MAXXAM since August 1978 and was elected Chairman of the Board
and Chief Executive Officer of MAXXAM in March 1980. Since May
1982, Mr. Hurwitz has been Chairman of the Board and Chief
Executive Officer of MGI. Since January 1993, Mr. Hurwitz has
also served MAXXAM and MGI as President. From May 1986 until
February 1993, Mr. Hurwitz served as a director of Pacific
Lumber. Mr. Hurwitz has been, since January 1974, Chairman of
the Board and Chief Executive Officer of Federated Development
Company ("Federated"), a New York business trust primarily
engaged in the management of real estate investments. Mr.
Hurwitz has also served SHRP as a director since May 1993,
Chairman of the Board since October 1995, and President from May
1993 until April 1996.
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<PAGE>
Ezra G. Levin. Mr. Levin, age 62, has been a
director of KAC since July 1991. He has been a director of the
Company since November 1988, and a director of MAXXAM since May
1978. Mr. Levin also served as a director of KAC from April 1988
to May 1990, and as a director of MGI from May 1982 through
December 1993. Mr. Levin is a partner in the law firm of Kramer,
Levin, Naftalis, Nessen, Kamin & Frankel. He also serves as a
trustee of Federated and as a director of Pacific Lumber, Scotia
Pacific and United Mizrahi Bank and Trust Company.
Robert Marcus. Mr. Marcus, age 71, has been a
director of the Company and KAC since September 1991. From 1987
to January 1992, Mr. Marcus was a partner in American Industrial
Partners, a San Francisco and New York based firm specializing in
private equity investments in industrial companies. From 1983 to
1991, Mr. Marcus was a director of Domtar Inc., a Canadian
resource-based multi-business corporation. From 1982 to 1987,
Mr. Marcus served as President and Chief Executive Officer of
Alumax Inc., an integrated aluminum company.
Robert J. Petris. Mr. Petris, age 70, has been a
director of KAC since May 1995 and the Company since June 1995.
He became Special Assistant to the International President of the
United Steelworkers of America (the "USWA") in June 1995. Since
1977, Mr. Petris has been a member of the International Union
Executive Board and Director of District 38, where he has been
exposed to a wide range of issues and problems in the aluminum,
steel, container and non-ferrous metals industries. Mr. Petris
plans to retire from the USWA this year.
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PRINCIPAL STOCKHOLDERS
The following tables contain information with
respect to persons known to the Company to be the beneficial
owners of more than 5% of the Common Stock, the 1985 Series A
Stock and the 1985 Series B Stock as of March 29, 1996. For the
purposes of these disclosures and the disclosure of ownership of
shares by executive officers and directors below, shares are
considered to be "beneficially" owned if the person has or shares
the power to vote or direct the voting for the securities, the
power to dispose of or direct the disposition of the securities,
or the right to acquire beneficial ownership within 60 days.
Ownership of Certain Beneficial Owners Common Stock
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class(1)
------------------- -------------------- -----------
Kaiser Aluminum Corporation 46,171,365 shares 100%
5847 San Felipe, Suite 2600
Houston, Texas 77057
Ownership of Certain Beneficial Owners Cumulative (1985 Series A)
Preference Stock
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class(1)
------------------- -------------------- -----------
Kaiser Aluminum USWA 542,853 shares 90.0%
Employee Stock Ownership Plan(2)
c/o Mellon Bank, N.A.
Pittsburgh, Pennsylvania
Ownership of Certain Beneficial Owners Cumulative (1985 Series B)
Preference Stock
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class(1)
------------------- -------------------- -----------
Kaiser Aluminum Salaried 42,757 shares 44.0%
Employee Stock Ownership Plan(2)
c/o Mellon Bank, N.A.
Pittsburgh, Pennsylvania
- ----------------------
(1) The "Percent of Class" is computed using the shares
outstanding on March 29, 1996.
(2) Individual participants in such plan may direct such
plan's Trustee how to vote their shares; undirected
shares are voted by the Trustee in the same
proportion as shares voted upon participant
direction.
Ownership of Management Cumulative (1985 Series B) Preference
Stock
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class(1)
------------------- -------------------- -----------
All directors and executive 87.6208 shares *
officers of the Company as
a group (22 persons)
- -------------------------
* Less than 1%.
(1) The "Percent of Class" is computed using the shares
outstanding on March 29, 1996.
-9-
<PAGE>
<PAGE>
Ownership of Parent of KAC
As of March 29, 1996, MAXXAM owned approximately 62%
of the issued and outstanding capital stock in KAC on a fully
diluted basis. The following table sets forth, as of March 29,
1996, the beneficial ownership of the Common Stock and Class A
$.05 Non-Cumulative Participating Convertible Preferred Stock
("Class A Preferred Stock") of MAXXAM by the directors of the
Company, and by the Company's directors and executive officers as
a group:
<TABLE>
<CAPTION>
% of
Combined
Name of % Voting
Beneficial Owner Title of Class # of Shares(1) of Class Power(2)
- ---------------- -------------- -------------- --------- --------
<S> <C> <C> <C> <C>
Charles E. Hurwitz Common Stock 2,733,542(3)(4)(5) 31.1
60.7
Class A Preferred Stock 671,441(4)(5)(6)(7) 99.1
Ezra G. Levin Common Stock 1,325(4)(5)(8) * *
Robert J. Cruikshank Common Stock 1,325(8) * *
All directors and Common Stock 2,736,748(9) 31.2
executive officers 60.8
of the Company as Class A Preferred Stock 661,377(7) 99.1
a group (22 persons)
</TABLE>
- --------------------
* Less than 1%.
(1) Unless otherwise indicated, beneficial owners have
sole voting and investment power with respect to the
shares listed Includes the number of shares (i) such
persons would have received on March 31, 1996, if any,
for their exercisable stock appreciation rights
("SARs") (excluding SARs payable in cash only) if such
rights had been paid solely in shares of MAXXAM common
stock, and (ii) of MAXXAM common stock credited to
such person's stock fund account under MAXXAM's 401(k)
savings plan as of December 31, 1995.
(2) MAXXAM Class A preferred stock is generally entitled
to ten votes per share.
(3) Includes 1,669,451 shares of MAXXAM common stock owned
by Federated Development Inc., a wholly owned
subsidiary of Federated ("FDI"), as to which
Mr. Hurwitz possesses voting and investment power.
Mr. Hurwitz serves as a trustee of Federated, and
together with members of his immediate family and
trusts for the benefit thereof, owns all of the voting
shares of Federated. Also includes (a) 16,154 shares
of MAXXAM common stock separately owned by Mr.
Hurwitz's spouse and as to which Mr. Hurwitz disclaims
beneficial ownership, (b) 46,500 shares of MAXXAM
common stock owned by a limited partnership controlled
by Mr. Hurwitz and his spouse, 23,250 of which shares
were separately owned by Mr. Hurwitz's spouse prior to
their transfer to such limited partnership and as to
which Mr. Hurwitz disclaims beneficial ownership, (c)
129,308 shares of MAXXAM common stock owned by the
1992 Hurwitz Investment Partnership, L.P., of which
64,654 shares are owned by Mr. Hurwitz's spouse as
separate property and as to which Mr. Hurwitz
disclaims beneficial ownership, (d) 800,954 shares of
MAXXAM common stock held directly, and (e) 71,175
shares of MAXXAM common stock that FDI may acquire in
exchange for 7% Cumulative Exchangeable Preferred
Stock of MCO Properties Inc., a wholly owned
subsidiary of MAXXAM.
(4) In addition, Federated, Messrs. Hurwitz and Levin, and
Mr. James H. Paulin, Jr., Secretary and Treasurer of
Federated, may be deemed a "group" (the "Stockholder
Group") within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended. As of
March 29, 1996, in the aggregate, the Stockholder
Group beneficially owned 2,735,219 shares of MAXXAM
common stock and 671,574 shares of MAXXAM Class A
preferred stock, aggregating approximately 60.75% of
the total voting power of MAXXAM. By reason of the
foregoing and their relationship with the members of
the Stockholder Group, Messrs. Hurwitz and Levin may
be deemed to possess shared voting and investment
power with respect to the shares held by the
Stockholder Group.
(5) Does not include shares owned by other members of the
Stockholder Group.
(6) Includes 661,377 shares owned by a wholly owned
subsidiary of Federated, exercisable options to
purchase 9,000 shares and 1,064 shares owned directly.
(7) Includes options exercisable on, or within sixty days
of, March 29, 1996 to acquire 9,000 shares of Class A
Preferred Stock.
(8) Includes exercisable options to purchase 325 shares of
MAXXAM common stock.
(9) Includes options exercisable on, or within sixty days
of, March 29, 1996 to acquire 34,250 shares of MAXXAM
common stock.
As of March 29, 1996, 28,000,000 shares of KAC's
Common Stock owned by MAXXAM were pledged as security for two
debt issues of MGI consisting of $100.0 million aggregate
principal amount of 11-1/4% Senior Secured Notes due 2003 and
$125.7 million aggregate principal amount of 12-1/4% Senior
Secured Discount Notes due 2003.
-10-
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth compensation
information, cash and non-cash, for each of the Company's last
three completed fiscal years with respect to the Chief Executive
Officer and the four most highly compensated executive officers
of the Company (collectively referred to as the "named executive
officers") for the fiscal year ended December 31, 1995:
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted
Annual Stock Options/ LTIP All Other
Name and Salary Bonus Compensation Award(s) SARs Payouts Compensation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- ------------------ ----- ------ ----- -------------- ------------ -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George T. Haymaker, Jr., 1995 465,000 225,000 - -0- -0- -0- 23,250(2)
Chairman and Chief 1994 450,000 100,000 - -0- 26,700 -0- 2,079(3)
Executive Officer 1993 291,072 -0- - -0- 100,000 -0- 40,443(3)
John T. La Duc, Vice 1995 248,333 130,000(4) - -0-(5) -0- -0- 12,417(2)
President and Chief 1994 240,000 103,000(4) - -0- 9,200 -0- 4,800(2)
Financial Officer 1993 240,000 100,000(4) - -0- -0- -0- 4,872(2)
Joseph A. Bonn, Vice 1995 224,633 75,000 - -0-(5) -0- -0- 11,232(2)
President, Planning 1994 216,300 27,000 - -0- 8,500 -0- 4,326(2)
and Administration 1993 216,300 -0- - -0- -0- -0- 4,326(2)
John E. Daniel, Vice 1995 191,669 152,000 - -0- -0- -0- 9,583(2)
President and President 1994 170,004 24,000 - -0- 7,300 -0- 3,590(2)
of Kaiser Primary 1993 159,000 -0- - -0- 21,800 -0- 3,180(2)
Products, of KACC
Lawrence L. Watts, 1995 211,171 105,000 - -0-(5) -0- -0- 10,559(2)
Vice President, and 1994 172,004 26,000 - -0- 7,100 -0- 3,440(2)
President of Kaiser 1993 154,000 -0- - -0- 21,100 -0- 3,080(2)
Aluminum International,
of KACC
</TABLE>
- --------------------
(1) Excludes perquisites and other personal benefits
because the aggregate amount of such compensation is
the lesser of either $50,000 or 10% of the total of
annual salary and bonus reported for the named
executive officer.
(2) Includes contributions by KACC of $12,417, $4,800, and
$4,800 for Mr. La Duc; $11,232, $4,326, and $4,326 for
Mr. Bonn; $9,583, $3,400 and $3,180 for Mr. Daniel;
and $10,559, $3,440, and $3,080 for Mr. Watts, under
the Kaiser Savings Plan (as defined below) for 1995,
1994 and 1993, respectively, and $23,250, for 1995 to
Mr. Haymaker.
(3) Includes moving related items of $2,079 and $40,443
for Mr. Haymaker in 1994 and 1993, respectively.
(4) Includes $50,000 (to be paid over a two-year period),
$75,000 (to be paid over a three-year period) and
$100,000 (to be paid over a four-year period), awarded
for 1995, 1994 and 1993, respectively, for which the
Company will be reimbursed by MAXXAM.
(5) As of December 31, 1995, Messrs. Bonn, La Duc and
Watts owned 47,437, 47,437 and 38,462 shares,
respectively, of restricted Common Stock of KAC
valued at approximately $622,611, $622,611 and
$504,814, respectively, based on the closing price of
$13.125 per share. Restrictions on such shares will
be lifted on December 2, 1996 for each of Messrs. Bonn
and La Duc and on May 24, 1996, May 24, 1997 and May
24, 1998 for 12,820, 12,821 and 12,821 shares,
respectively, for Mr. Watts. No dividends will be
paid on these shares to Messrs. Bonn, La Duc or Watts
during the period of restriction. No other named
executive officer held restricted stock of the Company
or KAC at fiscal year end 1995.
-11-
<PAGE>
<PAGE>
Option/SAR Grants
No options to purchase Common Stock or SARs were
granted by the Company or by KAC with respect to KAC Common Stock
or SARs in fiscal year 1995.
Option/SAR Exercises and Fiscal Year End Value Table
The table below provides information on an
aggregated basis concerning each exercise of stock options (or
tandem SARs) and freestanding SARs during the fiscal year ended
December 31, 1995 by each of the named executive officers, and
the 1995 fiscal year-end value of unexercised options and SARs.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Unexercised Value of Unexercised
Options/SARs in-the-Money Options/SARs
at Year End (#) at Fiscal Year-End ($)
--------------------- -------------------------
Shares
Acquired on Value
Name Exercise (#) (1) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ---------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George T. Haymaker, Jr. 40,000 500,000(2) 6,675 80,025 2,503(3) 360,009(3)
Joseph A. Bonn -- -- 2,125 6,375 795(3) 2,390(3)
John T. La Duc -- -- 2,300 6,900 863(3) 2,588(3)
-- -- 6,000 4,000 43,500(4) 29,000(4)
John E. Daniel 8,720 78,480(2) 1,825 18,555 685(3) 78,900(3)
Lawrence L. Watts 8,440 75,430(2) 1,775 17,985 665(3) 76,375(3)
</TABLE>
- --------------------
(1) If no shares received, the number reflected, if any,
represents the number of securities with respect to
which options/SARs were exercised.
(2) Valued at the closing price of KAC's Common
Stock on the date of exercise, less exercise price.
(3) Valued at $13.125, the closing price of KAC's
Common Stock on December 29, 1995, less exercise
price.
(4) Valued at $35.25, the closing price of MAXXAM's
common stock on December 29, 1995, less exercise
price.
Except as set forth below, the SARs relating to
MAXXAM common stock set forth in the above table for Mr. La Duc
were granted under MAXXAM's 1984 Phantom Share Plan (the "MAXXAM
Phantom Plan"). Certain of such SARs under the MAXXAM Phantom
Plan are exercisable for cash only and certain are exercisable
for cash, MAXXAM common stock or a combination thereof at the
discretion of MAXXAM's Board of Directors. All such SARs under
the MAXXAM Phantom Plan vest with respect to 20% on the first
anniversary date of the grant and an additional 20% on each
anniversary date thereafter until fully vested.
-12-
<PAGE>
<PAGE>
Defined Benefit Plans
Kaiser Retirement Plan
The Company maintains a qualified, defined-benefit
Retirement Plan (the "Kaiser Retirement Plan") for salaried
employees of the Company and co-sponsoring subsidiaries who meet
certain eligibility requirements. The table below shows
estimated annual retirement benefits payable under the terms of
the Kaiser Retirement Plan to participants with the indicated
years of credited service. These benefits are reflected without
reduction for the limitations imposed by the Internal Revenue
Code of 1986, as amended (the "Code"), on qualified plans and
before adjustment for the Social Security offset, thereby
reflecting aggregate benefits to be received, subject to Social
Security offsets, under the Kaiser Retirement Plan and the Kaiser
Supplemental Benefits Plan (as defined below).
<TABLE>
<CAPTION>
Annual Years of Service
-----------------------------------------------
Remuneration 15 20 25 30 35
------------ ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
$150,000 33,750 45,000 56,250 67,500 78,750
200,000 45,000 60,000 75,000 90,000 105,000
250,000 56,250 75,000 93,750 112,500 131,250
350,000 78,750 105,000 131,250 157,500 183,750
450,000 101,250 135,000 168,750 202,500 236,250
550,000 123,750 165,000 206,250 247,500 288,750
650,000 146,250 195,000 243,750 292,500 341,250
750,000 168,750 225,000 281,250 337,500 393,750
850,000 191,250 255,000 318,750 382,500 446,250
</TABLE>
The estimated annual retirement benefits shown are based upon the
assumptions that current Kaiser Retirement Plan and Kaiser
Supplemental Benefits Plan provisions remain in effect, that the
participant retires at age 65, and that the retiree receives
payments based on a straight life annuity for his lifetime.
Messrs. Haymaker, La Duc, Bonn, Daniel and Watts had 2.7, 26.3,
28.5, 38.5 and 20 years of credited service, respectively, on
December 31, 1995. Monthly retirement benefits, except for
certain minimum benefits, are determined by multiplying years of
credited service (not in excess of 40) by the difference between
1.50% of average monthly compensation for the highest base period
(of 36, 48 or 60 consecutive months, depending upon compensation
level) in the last 10 years of employment and 1.25% of monthly
primary Social Security benefits. Pension compensation covered
by the Kaiser Retirement Plan and the Kaiser Supplemental
Benefits Plan consists of salary and bonus amounts set forth in
the Summary Compensation Table (column (c) plus column (d)
thereof).
Participants are entitled to retire and receive
pension benefits, unreduced for age, upon reaching age 62 or
after 30 years of credited service. Full early pension benefits
(without adjustment for Social Security offset prior to age 62)
are payable to participants who are at least 55 years of age and
have completed 10 or more years of pension service (or whose age
and years of pension service total 70) and who have been
terminated by the Company or an affiliate for reasons of job
elimination or partial disability. Participants electing to
retire prior to age 62 who are at least 55 years of age and have
completed 10 or more years of pension service (or whose age and
years of pension service total at least 70) may receive pension
benefits, unreduced for age, payable at age 62 or reduced
benefits payable earlier. Participants who terminate their
employment after five years or more of pension service, or after
age 55 but prior to age 62, are entitled to pension benefits,
unreduced for age, commencing at age 62 or, if they have
completed 10 or more years of pension service, actuarially
reduced benefits payable earlier. For participants with five or
more years of pension service or who have reached age 55 and who
die, the Kaiser Retirement Plan provides a pension to their
eligible surviving spouses. Upon retirement, participants may
elect among several payment alternatives including, for most
types of retirement, a lump-sum payment.
-13-
<PAGE>
<PAGE>
Kaiser Supplemental Benefits Plan
The Company maintains an unfunded, non-qualified
Supplemental Benefits Plan (the "Kaiser Supplemental Benefits
Plan"), the purpose of which is to restore benefits which would
otherwise be paid from the Kaiser Retirement Plan or the
Supplemental Savings and Retirement Plan, a qualified Section
401(k) plan (the "Kaiser Savings Plan"), were it not for the
Section 401(a)(17) and Section 415 limitations imposed by the
Code. Participation in the Kaiser Supplemental Benefits Plan
includes all employees of the Company and its subsidiaries whose
benefits under the Kaiser Retirement Plan and Kaiser Savings Plan
are likely to be affected by such limitations imposed by the
Code. Eligible participants are entitled to receive the
equivalent of the Kaiser Retirement Plan and Kaiser Savings Plan
benefits which they may be prevented from receiving under those
plans because of such Code limitations.
Kaiser Termination Payment Policy
Most full-time salaried employees of the Company are
eligible for benefits under an unfunded termination policy if
their employment is involuntarily terminated, subject to a number
of exclusions. The policy provides for lump sum payments after
termination ranging from one-half month's salary for less than
one year of service graduating to eight months' salary for 30 or
more years of service. The amounts payable to Messrs. La Duc,
Bonn, Daniel and Watts under the policy if they had been
involuntarily terminated on December 31, 1995 would have been
$145,833, $132,008, $133,333 and $112,500, respectively.
Employment Contracts and Termination of Employment and Change-
in-Control Arrangements
On April 1, 1993, the Company and KAC entered into a
five-year employment agreement with Mr. George T. Haymaker, Jr.,
pursuant to which Mr. Haymaker currently serves as Chairman and
Chief Executive Officer of the Company and KAC. Mr. Haymaker's
agreement provided for a base salary of $450,000 per annum and a
bonus target of 50% of his salary which began fiscal year 1994.
Mr. Haymaker's base salary is subject to review and possible
change on an annual basis but cannot be reduced below $450,000
without his consent. In 1995, Mr. Haymaker's agreement was
amended to increase his base salary to $465,000 and increase his
bonus targets in a manner consistent with the executive incentive
program described below in the Compensation Committee Report on
Executive Compensation. Pursuant to Mr. Haymaker's agreement, he
received an initial award under the 1993 Omnibus Stock Incentive
Plan (the "1993 Omnibus Plan") upon its approval by stockholders
of options to purchase up to 100,000 shares of KAC Common Stock
at its fair market value on the date of the award. Such options
vest 20% per year for a period of five years and are reflected in
the Summary Compensation Table for 1993.
In the event of a change of control of the Company
or KAC which within one year thereafter adversely affects Mr.
Haymaker's title, position, duties, responsibilities or
compensation, Mr. Haymaker's employment agreement provides that
he may elect to be deemed terminated without cause, and
therefore, entitled to a severance payment in an amount equal to
two times his base annual salary reduced by any payment made as
discussed under "Defined Benefit Plans Kaiser Termination Payment
Policy" above. Additionally, in the event of such termination,
Mr. Haymaker's options for 100,000 shares of KAC Common Stock
shall fully vest.
Mr. Haymaker's employment agreement further provides
that he vests 20% per year in an unfunded non-qualified
supplemental benefit, payable at retirement after age 62, equal
to a benefit determined as if his Kaiser Retirement Plan pension
were based on his aggregate service with the Company and a prior
employer (25 years), less his pension from that prior employer
and any retirement benefits from the Company.
-14-
<PAGE>
<PAGE>
COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
During 1995, the members who served on the Company's
Compensation Committee also served on the Compensation Committee
(both Committees hereinafter referred to as the "Committee") of
the Company's parent, KAC. Although certain plans or programs in
which executive officers of the Company participate are jointly
sponsored by the Company and KAC, executive officers of the
Company are directly employed and compensated by the Company.
References to the "Company" made in the remainder of this report
are deemed to include the Company as well as KAC.
Executive Compensation
Compensation Philosophy - The Company's philosophy
is that compensation of its executives, managers and key
employees should be related as closely as possible to the ability
of the Company as a whole, and the area of direct responsibility
of each executive, manager and key employee, to create economic
value. Only when earnings and cash flow exceed the amount
necessary to provide a positive rate of return on the debt and
equity capital invested in the Company and new or added economic
value is created can Company shareholders and management share in
increased economic rewards.
Incentive emphasis - The incentive to management to
create added economic value should be to share in that added
value through additional compensation. To attract and retain
talented individuals, the Company provides the opportunity to
earn total compensation that is not only competitive with, but
potentially superior to, that available from employers with whom
the Company and its businesses compete. When sufficient economic
value is created to at least cover the cost of debt capital, the
incentive component of executive compensation is added to base
salary and the total compensation should be equivalent to the
opportunity offered by competing employers. If economic value is
created in excess of the cost of debt and equity capital, then
the incentive component increases at a faster rate once the cost
of capital is covered, providing participants an even stronger
incentive to create added economic value.
Total Compensation System
Compensation components - Total compensation for
Company executives is made up of a combination of base salary,
short and long-term incentive targets, employee benefits and
executive perquisites. Base salary is designed to fall
approximately within the 45th to 50th percentile of the market
described below, while the incentive component, when added to
base salary, allows executives and other participants in the
Company's incentive programs to earn less, the same or more than
the total compensation opportunity offered by competing
employers. The Company's compensation for executives also
includes other benefits and perquisites which generally fall
within the 50th percentile of its comparative market.
Incentive Compensation - In 1995, the Company
adopted the Kaiser 1995 Executive Incentive Compensation Program
(the "Executive Program") and the Kaiser 1995 Employee Incentive
Compensation Program (the "Employee Program"). The Executive and
Employee Programs (collectively, the "Incentive Programs")
reflect the Company's compensation philosophy by (i) providing
annual incentives based on yearly performance, and long-term
incentives based on three-year performance; (ii) structuring a
major portion of each participant's total compensation to be at-
risk and performance-based; (iii) providing incentive toward the
achievement of excellent safety practices; and (iv) promoting
individual and group contributions that add value
-15-
<PAGE>
<PAGE>
to the Company. The Incentive Programs also reward aggressive
and accurate planning. This component of the system is rooted in
the belief that economic value results that are planned and
controlled by management should be rewarded more positively than
those that occur because of unplanned and uncontrolled activity.
While there will always be uncertainty that affects economic
results, the Board of Directors believes that management should
do its best to anticipate these uncertainties, control their
impact on the Company and be rewarded for success in doing so.
Methodology of Incentive Programs - Target
incentives under the Incentive Programs are set at the beginning
of each annual or long-term performance period. The target
incentives are established based on a combination of market
survey data, internal force-ranking and assessment of position
responsibilities. Major national surveys, as well as market data
from a group of approximately 20 companies engaged in metals,
mining, chemicals and similar industries, with whom the Company
is likely to compete for managerial talent, are used to establish
the market. These companies typically range in size from $1
billion to about $13 billion in assets and average $4 billion in
annual revenues. Two of the three companies that make up the S&P
500 Aluminum Industry Index used in the performance graph
included in this proxy statement are included in this group. In
performing its assessment of position responsibilities the
Company develops a description of various key positions and their
major responsibilities, including the scope of the job as
indicated by unit sales levels, number of employees, production
levels, reporting level and other factors. Positions are then
matched to data base descriptions to ensure an accurate match to
reasonably comparable positions at comparative companies.
The annual and long-term components of the target
incentives are based on return on assets employed in the
business, plus achievement of goals or financial accomplishments
not reflected in the return on assets of the Company or its
business units. Before March 31 of each year, the Compensation
Committee approves performance goals for the Company and for each
business unit for each one-year and three-year period. The
performance goals are set so that at the end of each performance
period the target incentives can be valued at zero to three times
their value, depending on the return on assets in comparison to
the cost of capital, for purposes of determining actual awards to
be paid to each participant.
The annual incentive component of each of the
Incentive Programs was effective beginning January 1, 1995, and
the first long-term performance period is retroactively effective
beginning January 1, 1994, and continues through December 31,
1996. Each year a new three-year performance period is
established. Annual incentive payments are made in cash after
the announcement of the financial results of the Company for the
prior fiscal year for which the performance goals were set.
Payments for the long-term incentive component of the Incentive
Programs will be made 43% in cash and 57% in shares of KAC Common
Stock and are expected to be paid in two installments, one-half
during the year following the end of the three-year period and
one-half during the second year following the end of the three-
year period. In each case, however, such payments are
conditioned on the continued employment of the participant. As a
result, if a participant voluntarily terminates his or her
employment for any reason other than death, disability or
retirement, any unmade payments are forfeited. Any stock-related
awards granted pursuant to the Incentive Programs are intended to
be issued under the 1993 Omnibus Plan.
Executive Program - The participants in the
Executive Program are currently limited to the Chief Executive
Officer ("CEO"), the Chief Financial Officer ("CFO") and the
Chief Administrative Officer ("CAO"). The Executive Program is
currently administered by the Compensation Committee. When
incentive awards are determined at the end of each performance
period, an additional amount equal to 30% of incentive targets
based on achievement of goals or other accomplishments not
reflected in the return on assets, is added to the incentive
payment amount. While the Compensation Committee cannot
increase the incentive payment, it may decrease the incentive
payment by an amount in the range of 1% to 60% of the target
incentive.
-16-
<PAGE>
<PAGE>
Employee Program - Participants in the Employee
Program include the Company's executive officers (other than the
CEO, CFO and CAO), managers and other key employees of the
Company. As of March 29, 1996, the number of participants,
including 10 executive officers not named in the Summary
Compensation Table, was approximately 140. Twenty percent of the
target incentive for both the annual and long-term component for
all participants for each business unit or participant group is
deducted from the tentative award, pooled and then allocated to
participants in such group by the business unit or participant
group manager based on the individual accomplishments and
contributions of each individual, subject to the limitation that
no participant may receive more than 40% of the participant's
target incentive. To increase the focus and sense of urgency
regarding excellent safety performance and group accomplishments,
a participant's award may be increased or decreased by 1% to 10%
of the participant's target incentive based on safety or group
achievements during the performance period. The Employee Program
is administered by the Company's corporate human resources
department.
Base Salaries
During mid-1995, the CEO recommended and the
Committee approved increases in the base salaries and incentive
compensation targets of certain executive officers. These
increases were recommended mid-year in order to establish
appropriate levels of individual total compensation and align the
compensation of those executives in connection with the
implementation of the Incentive Programs. The Committee also
recognized that a number of increases were recommended in light
of new or increasing responsibilities assumed by a number of
executives and to maintain compensation at competitive levels.
In addition, in recognition of the improved performance of the
Company in 1995, the Committee deemed it appropriate to reward
the Company's employees, including executive officers, who
assisted the Company in realizing such improvement. Accordingly,
the Committee determined that, in general, 1996 base salaries for
executive officers, other than Mr. Haymaker, should be increased
a general average of 4%. As discussed below, Mr. Haymaker's
employment agreement was separately amended to increase his base
salary in 1995 in recognition of his demonstrated leadership
ability as reflected in the improved performance of the Company.
1993 Omnibus Plan
No grants were made under the 1993 Omnibus Plan in
1995. The 1993 Omnibus Plan is utilized to provide those persons
who have substantial responsibility for management and growth of
the Company with an opportunity to increase their ownership of
KAC Common Stock, stock options or related types of benefits. In
addition, the 1993 Omnibus Plan is intended to be used to issue
KAC Common Stock in connection with awards under the long-term
incentive component of the Incentive Programs.
Employment Agreements
From time to time and for various reasons,
management and the Board of Directors has deemed it appropriate
to enter into specific employment agreements with certain
executive officers. Such agreements may relate, for example, to
the further retention of the officer or a commitment by the
officer to relocate to another location. Where such agreements
are made, they are negotiated by the Company's General Counsel,
or his designee under the supervision of the Committee and
reviewed and approved by the Board of Directors or the Committee.
In making its compensation decisions, and in supervising the
negotiations and approving such employment agreements, the
Committee is mindful of the Company's overall corporate
objectives and its compensation objectives described above as
well as the circumstances making the employment agreement an
appropriate compensation mechanism. Such employment agreements
generally range in term from one to five years. During 1995, Mr.
Haymaker was employed under an employment agreement as discussed
under the heading "Employment Contracts, Termination of
Employment and Change-in-Control Arrangements."
-17-<PAGE>
<PAGE>
Compensation of the CEO and Other Executives for the Last
Completed Fiscal Year
Mr. Haymaker served as the Chairman of the Board and
CEO of the Company for all of 1995. Mr. Haymaker is employed
pursuant to a written employment agreement which is described
above under "Employment Contracts, Termination of Employment and
Change-in-Control Arrangements." His five-year employment
agreement provided for a base salary of $450,000 per annum and
for such salary to be reviewed and possibly changed on an annual
basis, provided however, that such base compensation cannot be
reduced to less than $450,000 without Mr. Haymaker's consent.
Mr. Haymaker's initial base salary was established at the time of
his employment agreement with the Company pursuant to the base
salary program and bonus plan for executives and managers for the
Company generally and, in part, on a level of compensation in
recognition of his previous compensation history, his leadership
qualities and industry experience and expertise. In recognition
of Mr. Haymaker's demonstrated leadership since joining the
Company, the Committee approved an amendment to Mr. Haymaker's
employment agreement in 1995 to increase his base salary to
$465,000. In addition, the Committee approved additional changes
to Mr. Haymaker's employment agreement which increased the target
incentives available to Mr. Haymaker in a manner consistent with
the goals and objectives of the Company's total compensation
system as described above.
In recognition of the Company's return to
profitability, overall performance relative to the 1995
performance goals and Mr. Haymaker's leadership of the Company in
connection with the Company's new business ventures, worldwide
expansion and the commercialization of new technology, the annual
payment earned by Mr. Haymaker in 1995 under the Executive
Program was $225,000 or approximately 95% of the targeted amount.
In recognition of many of the same factors, as well as individual
accomplishments by certain executives, the annual payments earned
in 1995 under the Incentive Programs by the remaining executive
officers eligible to participate in those programs during 1995,
including 10 executive officers not identified in the Summary
Compensation Table were approximately 110% of the aggregate
targeted amount.
Compensation by MAXXAM
Certain of the Company's executive officers were
compensated during 1995 principally by MAXXAM, KAC's parent
corporation, which establishes salaries and other elements of
compensation for such executive officers. Where an executive
officer of both the Company and MAXXAM is compensated by the
Company, or where an executive officer of both the Company and
MAXXAM is compensated by MAXXAM, the respective corporations make
intercompany allocations of the costs of employment of the
executive officer based on allocation of that executive officer's
time as expended among the Company or MAXXAM and respective
subsidiaries. Such allocations are described under "Certain
Transactions" below.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Code, enacted in 1993,
generally disallows a tax deduction to public companies for
compensation over $1 million paid to the CEO and four other most
highly compensated executive officers of such corporations.
Qualifying performance-based compensation will not be subject to
the deduction limit if certain requirements are met. The
Executive Program and the 1993 Omnibus Plan, each of which has
been approved by the stockholders of the Company are performance
based and designed to enable compliance with Section 162(m) of
the Code and the regulations thereunder. The three executive
officers eligible to participate in the Executive Program are the
only executive officers of the Company to which the deduction
limitation is likely to apply and the Compensation Committee
believes that awards thereunder should be tax deductible under
Section 162(m).
-18-
<PAGE>
<PAGE>
Although for purposes of Section 162(m) of the Code,
the Committee was composed of qualifying directors during 1995,
under the final treasury regulations that govern this section,
effective as of the date of the Annual Meeting, Mr. Levin will no
longer qualify. Therefore, the Company intends to replace the
Committee with two separate committees, the Section 162(m)
Committee, which will administer the Section 162(m) plans and the
Compensation Policy Committee, which will administer and
establish overall compensation policies except those related to
Section 162(m) plans. Each such committee will report directly
to the full Board of Directors. Mr. Levin is expected to serve
on the Compensation Policy Committee but will not serve on the
Section 162(m) Committee.
Compensation Committee
of the Board of Directors
Robert J. Cruikshank
Ezra G. Levin, Chairman
Robert Marcus
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee of the Board
of Directors of the Company was, during the 1995 fiscal year, an
officer or employee of the Company or any of its subsidiaries, or
was formerly an officer of the Company or any of its subsidiaries
or, other than Mr. Levin, had any relationships requiring
disclosure by the Company under Item 404 of Regulation S-K. Mr.
Levin served on the Company's Compensation Committee and Board of
Directors during 1995. Mr. Levin is also a partner in the law
firm of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, which
provided legal services for the Company and its subsidiaries
during 1995.
During the Company's 1995 fiscal year, no executive
officer of the Company served as (i) a member of the compensation
committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers
served on the Compensation Committee, (ii) a director of another
entity, one of whose executive officers served on the
Compensation Committee, or (iii) a member of the compensation
committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers
served as a director of the Company.
-19-
<PAGE>
<PAGE>
CERTAIN TRANSACTIONS
For certain periods through June 30, 1993, KAC and
its subsidiaries (including the Company) were included in the
consolidated Federal income tax return filed by MAXXAM. Payments
to MAXXAM or refunds from MAXXAM may still be required by or
payable to the Company or KAC under the tax allocation agreements
that governed those periods due to the final resolution of
audits, amended returns and related matters with respect to such
periods. The Company's and KAC's credit agreement dated as of
February 15, 1994, as amended (the "Credit Agreement"), prohibits
any cash payments by the Company to MAXXAM pursuant to the
relevant tax allocation agreement after February 15, 1994;
however, MAXXAM may offset amounts owing to it against amounts
owed by it under the relevant tax allocation agreement, and the
Company may make certain cash payments to MAXXAM that are
required as a result of audits of MAXXAM's tax returns and only
to the extent of any amounts paid after February 15, 1994 by
MAXXAM to the Company under the relevant tax allocation
agreement. While the Company and KAC are severally liable for
the MAXXAM tax group's Federal income tax liability for all of
1993 and applicable prior periods, pursuant to the relevant tax
allocation agreements, MAXXAM indemnifies the Company and KAC to
the extent the tax liability exceeds amounts payable by them
under such agreements.
The Company and MAXXAM have an arrangement pursuant
to which they reimburse each other for certain allocable costs
associated with the performance of services by their respective
employees. The Company paid a total of approximately $2.4
million to MAXXAM pursuant to such arrangements and MAXXAM paid
approximately $2.5 million to the Company pursuant to such
arrangements in respect of 1995. Generally, the Company and
MAXXAM endeavor to minimize the need for reimbursement by
ensuring that employees are employed by the entity to which the
majority of their services are rendered.
On December 15, 1992, the Company issued a note (the
"PIK Note") to a subsidiary of MAXXAM in the principal amount of
$2.5 million, representing the entire amount of a dividend
received by such subsidiary in respect of the shares of KAC's
Common Stock which it owned. The PIK Note which accrued
interest, compounded semiannually, at a rate equal to 12% per
annum, was paid, together with accrued interest thereon, on
June 30, 1995.
In January 1995, Mr. Pierno repaid a $150,000 bank
loan which had been guaranteed by MAXXAM. Pursuant to the terms
of Mr. Pierno's employment agreement with MAXXAM (which expired
in March 1995), his personal loans from MAXXAM, which aggregated
$150,000 at 6% interest, were forgiven at the rate of $15,000 per
year. Such loans were, and continue to be, secured by real
estate owned by Mr. Pierno. As of February 28, 1995, MAXXAM
entered into an amendment of Mr. Pierno's promissory note
evidencing such loans which provides that (i) installments of
$18,750 be paid on each of December 31, 1995, 1996 and 1997, with
any remaining principal balance, together with accrued interest,
to be paid in full on December 31, 1998; and (ii) the loans be
secured by any amounts to which Mr. Pierno may be entitled
pursuant to the MAXXAM's Revised Capital Accumulation Plan. Mr.
Pierno's principal balance on such loans is currently $56,250.
Pursuant to the terms of Mr. Pierno's employment agreement he
borrowed an additional $200,000 bearing interest at 6% per annum,
with interest being payable monthly and principal being due
December 15, 1998 (with prepayments due upon the exercise by Mr.
Pierno of any SARs granted pursuant to the agreement or employee
benefit plan). Such promissory note is also secured by any
amounts to which Mr. Pierno may be entitled pursuant to MAXXAM's
Revised Capital Accumulation Plan.
-20-<PAGE>
<PAGE>
In July 1993, MAXXAM loaned Mr. Wade $50,000, and
advanced him an additional $50,000 which was repaid within ten
days, in connection with his purchase of an interest in SHRP,
Ltd. The loan was evidenced by an unsecured promissory note,
interest on which was payable monthly at an annual rate of 6%.
In August, 1995, Mr. Wade repaid the principal of this loan,
together with accrued interest thereon.
Mr. Levin, a director of the Company and KAC, is a
partner in the law firm of Kramer, Levin, Naftalis, Nessen, Kamin
& Frankel, which provides legal services for KAC and its
subsidiaries.
On April 17, 1995, SHRP, Ltd. and two affiliated
entities, SHRP Acquisition, Inc. and SHRP Capital Corp., filed
voluntary corporate petitions under Chapter 11 of the United
States Bankruptcy Code. Their bankruptcy plan has since been
confirmed and the transactions contemplated by the bankruptcy
reorganization plan were consummated on October 6, 1995. Since
July 1993, Mr. Wade has served as a director, Vice President and
Secretary of SHRP, Inc., SHRP, Ltd.'s sole general partner prior
to SHRP, Ltd.'s bankruptcy reorganization, and of SHRP Capital
Corp., a subsidiary of SHRP, Ltd. Also, Mr. Hurwitz has served
as a director and Chairman of the Board of SHRP, Inc., and as a
director, Chairman of the Board and President of SHRP Capital
Corp.
In October 1990, Amarlite filed a voluntary
corporate petition under Chapter 11 of the United States
Bankruptcy Code. In December 1991, Amarlite obtained approval of
its reorganization plan, which was funded and substantially
consummated on January 14, 1992. Mr. Haymaker was Chief
Executive Officer and a director of Amarlite during such period.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely upon a review of the copies of the
Forms 3, 4 and 5 and amendments thereto furnished to the Company
with respect to its most recent fiscal year, and written
representations from certain reporting persons that no Forms 5
were required, the Company believes that all filing requirements
were complied with which were applicable to its officers, directors
and greater than ten percent beneficial owners except as to Messrs.
Smith and Watts. Information with respect to their holdings of
approximately 114 and 43 shares of 1985 Series B Stock was
inadvertently omitted in the initial Form 3 filings of each of Messrs.
Smith and Watts, respectively. Form 4 filings with respect to the
subsequent sale of 40 shares of such 1985 Series B Stock by each of
Messrs. Smith and Watts were not made on a timely basis. In
February 1996, such holdings and subsequent transactions were
reported in Form 5 filings for each of Messrs. Smith and Watts.
OTHER MATTERS
Independent Public Accountants
The Company has appointed Arthur Andersen LLP as its
independent public accountants through the conclusion of the
audit with respect to the Company's 1995 fiscal year.
Representatives of Arthur Andersen LLP plan to attend the Annual
Meeting of Stockholders and will be available to answer
appropriate questions. Such representatives will also have an
opportunity to make a statement at the meeting, if they so
desire.
-21-
<PAGE>
<PAGE>
Stockholder Proposals for the 1997 Annual Meeting of Stockholders
Stockholder proposals intended to be presented at
the 1997 Annual Meeting of Stockholders must be received at the
Company's executive offices at 5847 San Felipe, Suite 2600,
Houston, Texas 77057 by December 30, 1996 in order to be included
in the Company's proxy statement and form of proxy relating to
that meeting.
Other Matters
The cost of soliciting proxies in connection with
the Annual Meeting will be borne by the Company. The Company
will, if requested, reimburse banks, brokerage houses and other
custodians, nominees and certain fiduciaries for their reasonable
expenses incurred in mailing proxy material to their principals.
Proxies may be solicited by directors, officers and employees of
the Company without special remuneration. The Company has
retained Corporate Investor Communications, Inc. to assist solely
in a broker search and in the distribution of proxy materials at
an estimated cost of approximately $700. In addition to the use
of mails, proxies may be solicited by personal interviews,
facsimile, telephone or telegraph.
The persons designated to vote shares covered by
management proxies intend to exercise their judgment in voting
such shares on other matters that may properly come before the
meeting. Management knows of no matters which will be presented
for action at the meeting other than as referred to in this proxy
statement.
By Order of the Board of Directors
/s/ Byron L. Wade
BYRON L. WADE
Secretary
April 29, 1996
Houston, Texas
-22-
<PAGE>
[KACC Logo]
- --------------------------------
Table of Contents
Notice of Annual Meeting of Stockholders
Proxy Statement
Election of Directors . . . . . . . . 2
The Board of Directors and its
Committees . . . . . . . . . . . . . 2
Executive Officers and Directors. . . 4
Principal Stockholders. . . . . . . . 9
Executive Compensation . . . . . . . 11
Compensation Committee Report on
Executive Compensation . . . . . . 15
Certain Transactions . . . . . . . 20
Compliance with Section 16(a)
of the Exchange Act . . . . . . . 21
Other Matters . . . . . . . . . . . 21
- --------------------------------
<PAGE>
[KACC Logo]
- ---------------------------------------------------------------
Notice of 1996 Annual Meeting
and
Proxy Statement
- ---------------------------------------------------------------
Important
Please sign and date your proxy card
and promptly return it in the enclosed envelope.
Printed on recycled paper.
<PAGE>
<PAGE>
DIRECTION BY PARTICIPANT TO TRUSTEE OF KAISER ALUMINUM
USWA EMPLOYEE STOCK OWNERSHIP PLAN (USWA STOCK PLAN)
PROXY FOR CUMULATIVE (1985) SERIES A) PREFERRED STOCK
KAISER ALUMINUM & CHEMICAL CORPORATION
Solicited on behalf of the Board of Directors for the
Annual Meeting of Stockholders to be held June 5, 1996
The undersigned hereby directs the Trustee of the USWA Stock
Plan to vote all the shares (in person or by proxy) allocated to
the undersigned's account as of April 30, 1996, at the Annual
Meeting of Stockholders to be held on June 5, 1996, and at any
and all adjournments or postponements thereof. The Trustee or
its proxy, acting at the meeting, may exercise all powers hereby
conferred.
THE TRUSTEE OR ITS PROXY IS DIRECTED TO VOTE AS INDICATED ON
THE REVERSE SIDE. IF THIS CARD IS RETURNED AND NO CHOICE IS
SPECIFIED, THE SHARES REPRESENTED HEREBY WILL BE VOTED "FOR" THE
ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS AS SET FORTH IN
THE PROXY STATEMENT. THE TRUSTEE WILL KEEP ALL VOTES
CONFIDENTIAL AND WILL VOTE SHARES AS TO WHICH NO VOTING
INSTRUCTION CARDS ARE RECEIVED IN THE SAME PROPORTIONS AS THE
SHARES TO WHICH VOTING INSTRUCTION CARDS ARE RECEIVED ARE VOTED.
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE BY WEDNESDAY, MAY 29, 1996.
(SEE REVERSE SIDE)
<PAGE>
<PAGE>
THE TRUSTEE OR ITS PROXY IS DIRECTED TO VOTE AS INDICATED BELOW.
1. ELECTION OF DIRECTORS
NOMINEES: Robert J. Cruikshank, George T. Haymaker, Jr.,
Charles E. Hurwitz, Ezra G. Levin, Robert Marcus,
Robert J. Petris
To withhold authority to vote for any individual nominee(s)
while voting for the remainder, write the name of the
nominee(s) for which authority is withheld in the space
below:
-----------------------------------------------------------
FOR ALL WITHHOLD
NOMINEES FROM ALL
(except as NOMINEES
marked to the
contrary)
/ / / /
2. In their discretion, the Trustee or its proxy is authorized
to vote upon such other matters as may properly come before
the meeting or any adjournment or postponements thereof,
hereby revoking any direction heretofore given by the under-
signed.
Please sign name(s) exactly as printed hereon. If
stock is held in the name of more than one person,
EACH person should sign. Executors, administrators,
trustees, etc. should give full title as such. If a
corporation, please sign full corporate name by duly
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated:------------------------, 1996
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
---------------------------------------
Title
May 3, 1996
To: Participants in Kaiser Aluminum USWA Employee Stock
Ownership Plan
(USWA Plan)
As a participant in the USWA Plan, you have an interest in the
forthcoming Annual Meeting of Stockholders of Kaiser Aluminum &
Chemical Corporation ("Kaiser Aluminum") to be held on June 5,
1996. Each participant is entitled to direct the USWA Plan
Trustee how to vote the shares of Kaiser Aluminum's Cumulative
(1985 Series A) Preference Stock credited to his or her account
as of April 30, 1996. Shares credited to your account, which
you are entitled to vote, are shown on this voting direction
card.
The item to be voted on at this year's Annual Meeting is the
election of Directors. If you wish to instruct the Trustee how
to vote on these items, you may use this card.
If the Trustee does not receive a signed direction card from you
before 5:00 p.m. Eastern Daylight Time on May 29, 1996, the
Trustee or its proxy will vote the shares in your account in the
same manner proportionally as it votes the other shares for which
timely voting instructions are received.
For you information, enclosed are Kaiser Aluminum's Notice of
Annual Meeting of Stockholders and Proxy Statement and its 1995
Annual Report on Form 10-K to the Securities and Exchange
Commission. Please return your card in the enclosed postage-paid
envelope before 5:00 p.m. Eastern Daylight Time on May 29, 1996.
Individual voting instructions received by the Trustee will be
held in complete confidence.
Your participation in this vote is encouraged.
Mellon Bank N.A. as Trustee of
Kaiser Aluminum USWA
Employee Stock Ownership Plan
Enclosures
<PAGE>
<PAGE>
DIRECTION BY PARTICIPANT TO TRUSTEE OF KAISER ALUMINUM
SALARIED EMPLOYEE STOCK OWNERSHIP PLAN (SALARIED PLAN)
PROXY FOR CUMULATIVE (1985 SERIES B) PREFERENCE STOCK
KAISER ALUMINUM & CHEMICAL CORPORATION
Solicited on behalf of the Board of Directors for the
Annual Meeting of Stockholders to be held June 5, 1996
The undersigned hereby directs the Trustee of the Salaried
Plan to vote all the shares (in person or by proxy) allocated to
the undersigned's account as of April 30, 1996, at the Annual
Meeting of Stockholders to be held on June 5, 1996, and at any
and all adjournments or postponements thereof. The Trustee or
its proxy, acting at the meeting, may exercise all powers hereby
conferred.
THE TRUSTEE OR ITS PROXY IS DIRECTED TO VOTE AS INDICATED ON
THE REVERSE SIDE. IF THIS CARD IS RETURNED AND NO CHOICE IS
SPECIFIED, THE SHARES REPRESENTED HEREBY WILL BE VOTED "FOR" THE
ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS AS SET FORTH IN
THE PROXY STATEMENT. THE TRUSTEE WILL KEEP ALL VOTES
CONFIDENTIAL AND WILL VOTE SHARES AS TO WHICH NO VOTING
INSTRUCTION CARDS ARE RECEIVED IN THE SAME PROPORTIONS AS THE
SHARES TO WHICH VOTING INSTRUCTION CARDS ARE RECEIVED ARE VOTED.
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE BY WEDNESDAY, MAY 29, 1996.
(SEE REVERSE SIDE)
<PAGE>
<PAGE>
THE TRUSTEE OR ITS PROXY IS DIRECTED TO VOTE AS INDICATED BELOW.
1. ELECTION OF DIRECTORS
NOMINEES: Robert J. Cruikshank, George T. Haymaker, Jr.,
Charles E. Hurwitz, Ezra G. Levin, Robert Marcus,
Robert J. Petris
To withhold authority to vote for any individual nominee(s)
while voting for the remainder, write the name of the
nominee(s) for which authority is withheld in the space
below:
-----------------------------------------------------------
FOR ALL WITHHOLD
NOMINEES FROM ALL
(except as NOMINEES
marked to the
contrary)
/ / / /
2. In their discretion, the Trustee or its proxy is authorized
to vote upon such other matters as may properly come before
the meeting or any adjournment or postponements thereof,
hereby revoking any direction heretofore given by the under-
signed.
Please sign name(s) exactly as printed hereon. If
stock is held in the name of more than one person,
EACH person should sign. Executors, administrators,
trustees, etc. should give full title as such. If a
corporation, please sign full corporate name by duly
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated:------------------------, 1996
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
---------------------------------------
Title
May 3, 1996
To: Participants in Kaiser Aluminum Salaried Employee Stock
Ownership Plan
(Salaried Plan)
As a participant in the Salaried Plan, you have an interest in
the forthcoming Annual Meeting of Stockholders of Kaiser Aluminum
& Chemical Corporation ("Kaiser Aluminum") to be held on June 5,
1996. Each participant is entitled to direct the Salaried Plan
Trustee how to vote the shares of Kaiser Aluminum's Cumulative
(1985 Series B) Preference Stock credited to his or her account
as of April 30, 1996. Shares credited to your account, which you
are entitled to vote, are shown on this voting direction card.
The item to be voted on at this year's Annual Meeting is the
election of Directors. If you wish to instruct the Trustee how
to vote on these items, you may use this card.
If the Trustee does not receive a signed direction card from you
before 5:00 p.m. Eastern Daylight Time on May 29, 1996, the
Trustee or its proxy will vote the shares in your account in the
same manner proportionally as it votes the other shares for which
timely voting instructions are received.
For you information, enclosed are Kaiser Aluminum's Notice of
Annual Meeting of Stockholders and Proxy Statement, and its 1995
Annual Report on Form 10-K to the Securities and Exchange
Commission. Please return your card in the enclosed postage-paid
envelope before 5:00 p.m. Eastern Daylight Time on May 29, 1996.
Individual voting instructions received by the Trustee will be
held in complete confidence.
Your participation in this vote is encouraged.
Mellon Bank N.A. as Trustee of
Kaiser Aluminum Salaried
Employee Stock Ownership Plan
Enclosures
<PAGE>
<PAGE>
PROXY FOR CUMULATIVE (1985 SERIES B) PREFERENCE STOCK
KAISER ALUMINUM & CHEMICAL CORPORATION
Solicited on behalf of the Board of Directors for the
Annual Meeting of Stockholders to be held June 5, 1996
The undersigned hereby appoints Robert W. Irelan, John T. La Duc,
Anthony R. Pierno and Byron L. Wade as proxies (each with power
of substitution) to vote, as designated on the reverse side, all
shares of Cumulative (1985 Series B) Preference Stock the
undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on June 5, 1996, and at any and all
adjournments or postponements thereof.
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
(SEE REVERSE SIDE)
<PAGE>
<PAGE>
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY
THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE
VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS AS
SET FORTH IN THE PROXY STATEMENT.
1. ELECTION OF DIRECTORS
NOMINEES: Robert J. Cruikshank, George T. Haymaker, Jr.,
Charles E. Hurwitz, Ezra G. Levin, Robert Marcus,
Robert J. Petris
To withhold authority to vote for any individual nominee(s)
while voting for the remainder, write the name of the
nominee(s) for which authority is withheld in the space
below:
-----------------------------------------------------------
FOR ALL WITHHOLD
NOMINEES FROM ALL
(except as NOMINEES
marked to the
contrary)
/ / / /
2. In their discretion, the proxies are authorized to vote upon
such other matters as may properly come before the meeting or
any adjournment or postponements thereof, hereby revoking any
direction heretofore given by the undersigned.
Please sign name(s) exactly as printed hereon. If
stock is held in the name of more than one person,
EACH person should sign. Executors, administrators,
trustees, etc. should give full title as such. If a
corporation, please sign full corporate name by duly
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated:------------------------, 1996
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
---------------------------------------
Title
<PAGE>
<PAGE>
PROXY FOR CUMULATIVE (1985 SERIES A) PREFERENCE STOCK
KAISER ALUMINUM & CHEMICAL CORPORATION
Solicited on behalf of the Board of Directors for the
Annual Meeting of Stockholders to be held June 5, 1996
The undersigned hereby appoints Robert W. Irelan, John T. La Duc,
Anthony R. Pierno and Byron L. Wade as proxies (each with power
of substitution) to vote, as designated on the reverse side, all
shares of Cumulative (1985 Series A) Preference Stock the
undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on June 5, 1996, and at any and all
adjournments or postponements thereof.
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
(SEE REVERSE SIDE)
<PAGE>
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY
THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE
VOTED "FOR" THE ELECTION OF NOMINEES AS SET FORTH IN THE PROXY
STATEMENT.
1. ELECTION OF DIRECTORS
NOMINEES: Robert J. Cruikshank, George T. Haymaker, Jr.,
Charles E. Hurwitz, Ezra G. Levin, Robert Marcus,
Robert J. Petris
To withhold authority to vote for any individual nominee(s)
while voting for the remainder, write the name of the
nominee(s) for which authority is withheld in the space
below:
-----------------------------------------------------------
FOR ALL WITHHOLD
NOMINEES FROM ALL
(except as NOMINEES
marked to the
contrary)
/ / / /
2. In their discretion, the proxies are authorized to vote upon
such other matters as may properly come before the meeting or
any adjournment or postponements thereof, hereby revoking any
direction heretofore given by the undersigned.
Please sign name(s) exactly as printed hereon. If
stock is held in the name of more than one person,
EACH person should sign. Executors, administrators,
trustees, etc. should give full title as such. If a
corporation, please sign full corporate name by duly
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated:------------------------, 1996
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
---------------------------------------
Title
<PAGE>
<PAGE>
PROXY FOR COMMON STOCK
KAISER ALUMINUM & CHEMICAL CORPORATION
Solicited on behalf of the Board of Directors for the
Annual Meeting of Stockholders to be held June 5, 1996
The undersigned hereby appoints Robert W. Irelan, John T. La Duc,
Anthony R. Pierno and Byron L. Wade as proxies (each with power
of substitution) to vote, as designated on the reverse side, all
shares of Common Stock the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held on June 5, 1996, and at
any and all adjournments or postponements thereof.
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
(SEE REVERSE SIDE)
<PAGE>
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY
THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE
VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS AS
SET FORTH IN THE PROXY STATEMENT.
1. ELECTION OF DIRECTORS
NOMINEES: Robert J. Cruikshank, George T. Haymaker, Jr.,
Charles E. Hurwitz, Ezra G. Levin, Robert Marcus,
Robert J. Petris
To withhold authority to vote for any individual nominee(s)
while voting for the remainder, write the name of the
nominee(s) for which authority is withheld in the space
below:
-----------------------------------------------------------
FOR ALL WITHHOLD
NOMINEES FROM ALL
(except as NOMINEES
marked to the
contrary)
/ / / /
2. In their discretion, the proxies are authorized to vote upon
such other matters as may properly come before the meeting or
any adjournment or postponements thereof, hereby revoking any
direction heretofore given by the undersigned.
Please sign name(s) exactly as printed hereon. If
stock is held in the name of more than one person,
EACH person should sign. Executors, administrators,
trustees, etc. should give full title as such. If a
corporation, please sign full corporate name by duly
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated:------------------------, 1996
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Signature
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Signature if held jointly
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Title
