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240.14a-12
MAXXAM INC.
(Name of Registrant as Specified in Its Charter)
AS YOU SOW FOUNDATION, JILL RATNER, THOMAS W. LITTLE
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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<PAGE>
FOR IMMEDIATE RELEASE April 1, 1997
Contact: Lisa Chen or Rachel Swain 415-255-1946
Shareholders Nominate Independent Directors for
Election to Board of MAXXAM Inc.
Common Stock Holders Propose Former Deputy Insurance Commissioner
and Retired Appellate Judge as Independent Director Slate,
Urge Maxxam to be a "Willing Seller" of Headwaters Forest.
Oakland, CA -- Maxxam Inc. shareholders As You Sow Foundation and
two officials of Rose Foundation for Communities and the
Environment informed the SEC yesterday of their intent to solicit
shareholder proxies in support of an independent slate of
Directors to the Company Board. The move, sparked by concerns of
some shareholders over the financial future of the Company, comes
less than two years after the FDIC sued CEO Charles Hurwitz,
alleging "balance sheet manipulation."
The proposed independent directors are Mr. William A. Newsom,
retired Justice of the California Court of Appeal and
administrator of the Gordon Getty Family Trust, and Mr. Richard
D. Baum, formerly Chief Deputy Insurance Commissioner for the
State of California, and currently CEO and president of Care West
Insurance Company.
The Company's bylaws reserve two of seven potential Board seats
for Directors elected exclusively by holders of common stock.
"In essence," said Rose Foundation President Jill Ratner, "these
seats were not intended to be filled by company insiders. Given
that the FDIC has charged Charles Hurwitz with 'engaging in a
pattern of deceptive financial reporting,' we believe that
independent participation on Maxxam's Board may have a salutary
effect on corporate operations."
As You Sow and Rose Foundation officials are also urging
shareholders to vote for a resolution which asks Maxxam Inc. to
be a "willing seller" of all 60,000 acres of Headwaters Forest in
Northern California. "Management's approach to the Headwaters
issue has already cost the Company more than $1,000,000 in
opponents' attorney fees," said Ratner. "We can only guess how
much more has gone to the Company's own lawyers. A continuing
refusal to sell the forest may severely impair Maxxam's ability
to conduct business and threaten the long-term financial success
of the Company."
This development comes just seven weeks after Maxxam's second
largest institutional investor, the $108 million pension fund
CalPERS, warned Hurwitz that attempts to log the old growth
redwoods may "significantly harm the long-term value of Maxxam"
and resulting public perception of Hurwitz as "a pariah." The
shareholders' proposal suggests a "debt-for-nature" swap whereby
Maxxam would exchange all 60,000 acres of the forest for
cancellation of $4 billion in potential liabilities for three
savings-and-loan-related lawsuits. "In our view, if Maxxam and
Hurwitz lose these cases, it could wipe out the Company's
assets," said Ratner. "It is natural for the shareholders be
concerned."
"Common shareholders want independent Directors on the Board to
represent their interests and protect their investments," said
Baum. "I take these duties very seriously and see them as
critical to my election."
The following may be deemed "participants" in this solicitation:
As You Sow Foundation, owner of 100 shares of MAXXAM common
stock, the Rose Foundation for Communities and the Environment,
which does own any MAXXAM stock, and Jill Ratner and Thomas W.
Little, the Rose Foundation's president and executive director,
who own 100 shares of MAXXAM common stock as tenants in common.
Ms. Ratner also owns 50 shares as an individual.
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