PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /x /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/x / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
MAXXAM Inc.
- -----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated ans state how it was determined):
----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------
(3) Filing Party:
------------------------------------------------------
(4) Date Filed:
------------------------------------------------------
<PAGE>
(ON LETTERHEAD)
YOUR BOARD OF DIRECTORS URGES YOU TO NOT
SUPPORT THE AS YOU SOW FOUNDATION OR
JILL RATNER AND THOMAS LITTLE OF
THE ROSE FOUNDATION
May 12, 1997
Dear MAXXAM Shareholders:
You already may have received proxy solicitation materials from a group of
shareholders including the As You Sow Foundation and Jill Ratner and Thomas
Little, President and Executive Director, respectively, of the Rose
Foundation. These materials seek your support for their "willing seller"
resolution and their director nominees.
DO NOT BE MISLED!
This environmental group's agenda is not in your best interests. Its plan
is to oust your directors and replace them with their own nominees to
further their goal of having MAXXAM sell at bargain prices nearly one-third
of its timberlands, including the substantial portion of its most valuable
timber properties. As discussed in our proxy materials mailed to you last
week, your Board of Directors and management are opposed to the adoption of
this resolution and to this group's director nominees. Instead, the
company is interested in devoting its efforts to carrying out the
Headwaters Agreement, the much-publicized agreement executed in September
1996 among MAXXAM and its principal forest products subsidiary, The Pacific
Lumber Company, as well as the United States and California. The agreement
provides for the sale of approximately 5,600 acres of Pacific Lumber's
timberlands in exchange for approximately 7,800 acres of timberlands and
$300 million in other consideration, including cash.
In the coming ten days, you may well receive letters and phone calls from
this dissident group as well as from your management. We ask you to please
be patient and understand that these actions were initiated by a group
owning an aggregate of only 250 shares of MAXXAM stock, causing the company
to undertake costly, time-consuming steps to defend the shareholders' best
interests.
WE URGE YOU NOT TO VOTE ANY BLUE PROXY CARDS SENT TO YOU BY THIS DISSIDENT
GROUP. VOTE ONLY THE WHITE PROXY CARD SENT TO YOU BY YOUR BOARD OF
DIRECTORS. FOR YOUR CONVENIENCE, WE HAVE INCLUDED A SECOND WHITE PROXY
CARD FOR YOU TO VOTE. IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR
PROXY, PLEASE CALL OUR PROXY SOLICITOR, CORPORATE INVESTOR COMMUNICATIONS,
TOLL-FREE AT (800) 346-7885. WE APPRECIATE YOUR PATIENCE AND SUPPORT.
The company is concerned that its shareholders will be misled by certain
deceptive or inaccurate statements in the dissident group's proxy
materials. Shareholders are entitled to know the real facts so that they
may draw their own conclusions about the group's proposal and its nominees.
Here are some examples of the dissident group's misstatements contrasted
against the actual facts.
MISSTATEMENTS THE FACTS
"We have nominated The real objective of Jill Ratner,
[Messrs. Baum and Thomas Little, the Rose Foundation
Newsom] because . . . and the As You Sow Foundation is to
of their commitment to have the 60,000 acres transferred to
. . . increasing the government NO MATTER WHAT THE
shareholder value." COST. They and their nominees are
not committed to increasing
shareholder value. For example, in
September 1996, the Rose Foundation,
of which Ms. Ratner is President and
Mr. Little is Executive Director,
urged the Office of Thrift
Supervision to impose an asset
freeze on MAXXAM. At the time, Ms.
Ratner and Mr. Little were record
shareholders of MAXXAM common stock.
An asset freeze would clearly have
had an adverse effect on MAXXAM, a
fact which the dissident group
itself has stated. CAN YOU TRUST A
GROUP (AND ITS BOARD NOMINEES) WHICH
WAS SO CLEARLY WORKING AGAINST THE
COMPANY'S BEST INTERESTS?
"The consideration With this sentence, the dissident
should be equivalent in group reveals its true intentions.
value to the fair It urges that the properties be sold
market value of the or traded "taking into account
properties sold or probable restrictions on their use."
traded, taking into Environmental groups typically make
account probable such arguments in the hope that less
restrictions on their than true value will have to be paid
use . . . ." for properties being taken or
acquired. WOULD A SHAREHOLDER
REALLY LOOKING OUT FOR THE BEST
INTERESTS OF MAXXAM URGE THAT ITS
PROPERTIES BE SOLD TAKING INTO
ACCOUNT GOVERNMENT-IMPOSED
RESTRICTIONS?
The dissidents Richard Baum, one of the dissident
repeatedly state that group's nominees, served as the
their director nominees deputy insurance commissioner of
are "independent" or California under John Garamendi.
"truly independent." Mr. Garamendi is a signatory to the
Headwaters Agreement and United
States Deputy Secretary of the
Interior. In this role, he will be
seeking the best terms possible for
the U.S. government (and not the
company) under the Headwaters
Agreement. Its other nominee,
William Newsom, while serving as a
California state appellate judge,
made decisions involving Pacific
Lumber environmental issues which
were adverse to Pacific Lumber.
Published reports indicate that over
the years Mr. Newsom has served in a
number of roles with various
environmental organizations. GIVEN
THESE PREVIOUS AFFILIATIONS, CAN YOU
AS SHAREHOLDERS REALLY BE CONFIDENT
THAT SUCH NOMINEES WOULD SERVE ONLY
THE INTERESTS OF THE COMPANY?
". . . government As Senator Dianne Feinstein, a
officials have ex- signatory to and a central figure in
pressed interest in negotiating and implementing the
preserving . . . the Headwaters Agreement, has said of
Headwaters Forest and the agreement, "Is it everything the
other areas within the environmentalists wanted? No--they
60,000 acres." wanted 60,000 acres. This was not
an obtainable goal; we couldn't
afford to purchase that much land."
(article written by Senator
Feinstein published October 7, 1996
in the San Francisco Chronicle)
"We believe that long- There is no reasonable basis for
standing controversies this assertion. Our forest product
regarding Headwaters operations achieved record results
Forest and MAXXAM's in 1996. Sales climbed to a new
forest management high of nearly $265 million and
policies could depress lumber shipments set a record of 382
the value of the million board feet. The company
shareholders' completed the acquisition of Pacific
investment, severely Lumber in 1986 when the closing
impair MAXXAM's ability price of MAXXAM's common stock was
to conduct business, $14.50 per share. Since then, the
threaten MAXXAM's long- closing price of MAXXAM's common
term financial success stock has more than tripled to
. . . ." $44.125 per share on May 8, 1997.
Since the onset of the controversy,
MAXXAM and its subsidiaries have
successfully completed many
securities offerings, including
offerings involving its forest
products operations (one of which
offerings resulted in the issuance
of notes carrying an investment
grade rating). The company has also
completed a number of significant
business transactions since
acquiring Pacific Lumber, including
the acquisition of Kaiser Aluminum
Corporation and the successful bid
for over $100 million worth of
properties from the Resolution Trust
Corporation. Furthermore, the
company's aluminum, forest products
and real estate operations have each
renewed and/or expanded their lines
of credit multiple times in the last
ten years.
"The 60,000 acres known There is no 60,000-acre "Headwaters
as the Headwaters Forest." In fact, there is no
Forest . . . ." Headwaters Forest. The term
"Headwaters Forest" was coined by
certain environmental groups several
years ago to describe an
approximately 3,000-acre tract of
virgin old growth timber owned by
Pacific Lumber. From the late 1980s
to recently, the term "Headwaters
Forest" referred to that 3,000-acre
tract of timberland. However, as
the Headwaters Agreement was being
negotiated, various environmental
groups decided to advocate the
transfer of an area much larger than
3,000 acres. They expanded the
desired acreage twentyfold and
started calling it the "greater
Headwaters Forest" or "Headwaters
Forest area."
"In February 1997, This statement makes it appear that
plans to log within the a boycott spontaneously happened.
60,000 acre Headwaters In fact, environmental groups mailed
Forest area sparked a out thousands of letters to various
nationwide boycott of businesses asking for their support
old-growth redwood." of such a boycott. Nevertheless, no
effect has been felt on Pacific
Lumber's sales as first quarter 1997
shipments exceeded the comparable
1996 period.
LET'S REVIEW THE KEY POINTS.
- - The Headwaters Agreement serves well the interests of MAXXAM and
Pacific Lumber and the companies are committed to carrying it out. It
provides for the transfer to the United States and California of
approximately 5,600 acres of timberlands of Pacific Lumber, including
a 3,000-acre parcel of virgin old growth redwoods commonly referred to
as the Headwaters Forest. The United States and California will
preserve these acres and will provide Pacific Lumber with
approximately 7,800 acres of timberlands and $300 million in other
consideration, including cash. Pacific Lumber would also receive
other benefits, including more certainty with respect to its ongoing
forest products operations.
- - The Headwaters Agreement was crafted to not only provide the company
with fair and equitable compensation but also to serve the best
interests of Pacific Lumber's 1,600 employees, their families, the
communities in which they work, and the entire coastal region of
northern California.
- - The company believes that the best course of action is to continue
working hard toward completion of the Headwaters Agreement.
Government officials have previously rejected the 60,000 acre proposal
as unrealistic.
- - The company also has rejected the proposal, in part because the
proposed 60,000-acre transaction would constitute nearly one-third of
Pacific Lumber's timberlands. The size of such a transaction would
dwarf the Headwaters Agreement, and even if it were advisable, is not
realistically obtainable. The company has no knowledge of anyone
willing and able to undertake such an enormous purchase.
- - Management believes the dissidents' proposal is ill-advised. If it
was implemented, Pacific Lumber would be compelled to undertake
personnel layoffs and significantly reduce the scope of its lumber
operations. Such actions would have a series of implications which
are economically and socially undesirable.
EXTREMELY IMPORTANT
PLEASE DO NOT VOTE ANY OF THE BLUE PROXY CARDS SENT TO YOU BY THE AS YOU
SOW FOUNDATION AND THE ROSE FOUNDATION. VOTE ONLY ON THE ENCLOSED (OR
PREVIOUSLY PROVIDED) WHITE PROXY CARD AND RETURN IT IN THE POSTAGE PREPAID
ENVELOPE PROVIDED. IF YOU HAVE PREVIOUSLY VOTED A BLUE PROXY AND WOULD
LIKE TO CHANGE YOUR VOTE, SIMPLY SIGN, DATE AND MAIL A LATER DATED WHITE
PROXY CARD. ONLY THE LATEST DATED PROXY CARD COUNTS.
IF YOUR SHARES ARE HELD WITH A BROKERAGE FIRM, YOUR BROKER CANNOT VOTE YOUR
SHARES UNLESS HE OR SHE RECEIVES YOUR SPECIFIC INSTRUCTIONS. PLEASE
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT WITH INSTRUCTIONS TO VOTE
THE WHITE PROXY CARD AS SOON AS POSSIBLE.
IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR SHARES, PLEASE CALL THE
COMPANY'S PROXY SOLICITOR, CORPORATE INVESTOR COMMUNICATIONS, INC., TOLL-
FREE AT
(800) 346-7885.
<PAGE>
[MAXXAM Logo]
NOTICE OF 1997 ANNUAL MEETING
AND
PROXY STATEMENT
IMPORTANT
PLEASE SIGN AND DATE YOUR WHITE PROXY CARD
AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE.
[recycle logo] Printed on recycled paper.
<PAGE>
COMMON
MAXXAM INC.
5847 SAN FELIPE, SUITE 2600
HOUSTON, TEXAS 77057
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Charles E. Hurwitz, Paul N.
Schwartz and Byron L. Wade as proxies (each with power to act alone
and 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 of MAXXAM Inc. to be held
on May 22, 1997, and at any and all adjournments or postponements
thereof.
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 THE NOMINEES TO THE
BOARD OF DIRECTORS AND "AGAINST" THE PROPOSED RESOLUTION AS
SET FORTH IN THE PROXY STATEMENT.
Votes MUST be indicated
(X) in Black or Blue ink. /X/
1. ELECTION OF DIRECTORS
(a) Stanley D. Rosenberg (for term expiring in 1998)
/X/FOR nominee listed /X/ WITHHOLD AUTHORITY
to vote for nominee
(b) Robert J. Cruikshank (for term expiring in 1998)
/X/FOR nominee listed /X/ WITHHOLD AUTHORITY
to vote for nominee
(c) Ezra G. Levin (for term expiring in 2000)
/X/FOR nominee listed /X/ WITHHOLD AUTHORITY
to vote for nominee
2. Proposed resolution submitted by certain stockholders of the
Company relating to 60,000 acres of timberlands in northern
California owned by the Company's principal forest products
subsidiary.
FOR /X/ AGAINST /X/ ABSTAIN /X/
(Continued and to be signed on the reverse side)
3. In their discretion, the proxies are authorized to vote upon
such other matters as may properly come before the meeting or any
adjournments or postponements thereof, hereby revoking any proxy
or proxies heretofore given by the undersigned.
Please note change of address
or comments below and, if so
noted, please mark here /X/
______________________________
______________________________
______________________________
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS AT LEFT. IF STOCK IS HELD
IN THE NAME OF MORE THAN ONE
PERSON, EACH PERSON SHOULD SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF
A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED
PERSON.
Return to: Corporate Election
Services
P.O. Box 3200
Pittsburgh, PA 15230-9544
Date:________________________,1997
_________________________________
Signature
_________________________________
Signature if held jointly
Please complete, sign, date and return the proxy card promptly,
using the enclosed envelope.
<PAGE>
PREFERRED
MAXXAM INC.
5847 SAN FELIPE, SUITE 2600
HOUSTON, TEXAS 77057
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Charles E. Hurwitz, Paul N.
Schwartz and Byron L. Wade as proxies (each with power to act alone
and with power of substitution) to vote as designated on the reverse
side, all shares of Class A $.05 Non-Cumulative Participating
Convertible Preferred Stock the undersigned is entitled to vote
at the Annual Meeting of Stockholders of MAXXAM Inc. to be held
on May 22, 1996, and at any and all adjournments or postponements thereof.
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 THE NOMINEE TO THE
BOARD OF DIRECTORS AND "AGAINST" THE PROPOSED RESOLUTION AS SET FORTH
IN THE PROXY STATEMENT.
Votes MUST be indicated
(X) in Black or Blue ink. /X/
1. ELECTION OF DIRECTOR
Ezra G. Levin (for term expiring in 2000)
/X/ FOR nominee listed /X/ WITHHOLD AUTHORITY
to vote for nominee
2. Proposed resolution submitted by certain stockholders of the Company
relating to 60,000 acres of timberlands in northern California owned by
the Company's principal forest products subsidiary.
FOR /X/ AGAINST /X/ ABSTAIN /X/
(Continued and to be signed on the reverse side)
3. In their discretion, the proxies are authorized to vote upon
such other matters as may properly come before the meeting or any
adjournments or postponements thereof, hereby revoking any proxy
or proxies heretofore given by the undersigned.
Please note change of address
or comments below and, if so
noted, please mark here /X/
_________________________________
_________________________________
_________________________________
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS AT LEFT. IF STOCK IS HELD
IN THE NAME OF MORE THAN ONE
PERSON, EACH PERSON SHOULD SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF
A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED
PERSON.
Return to: Corporate Election
Services
P.O. Box 3200
Pittsburgh, PA 15230-9544
Date:________________________,1997
_________________________________
Signature
_________________________________
Signature if held jointly
Please complete, sign, date and return the proxy card promptly, using
the enclosed envelope.
