SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
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)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:________________________________________________________
(2) Aggregate number of securities to which transaction
applies:________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):____________________________________________________
(4) Proposed maximum aggregate value of transaction:______
(5) Total fee paid:_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount previously paid:_______________________________
(2) Form, Schedule or Registration Statement No.:_________
(3) Filing Party:_________________________________________
(4) Date Filed:___________________________________________
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PROXY STATEMENT
OF
AS YOU SOW FOUNDATION
AND TWO OFFICERS OF THE ROSE FOUNDATION
JILL RATNER AND THOMAS W. LITTLE
IN CONNECTION WITH
A SHAREHOLDER SOLICITATION REGARDING
THE ELECTION OF TWO INDEPENDENT COMMON DIRECTORS
AND
A PROPOSAL THAT MAXXAM INC. BECOME A
WILLING SELLER OF ITS HEADWATERS FOREST AREA PROPERTIES
May 5, 1997
As You Sow Foundation, Jill Ratner and Thomas W. Little (the
"Proponents") furnish this Proxy Statement in connection with the
solicitation of proxies for use at the Annual Meeting (the
"Annual Meeting") of Shareholders of MAXXAM Inc. ("MAXXAM" or the
"Company") to be held on Thursday, May 22, 1997, 10:00 a.m. at
The Houstonian Hotel & Conference Center, 1111 North Post Oak
Lane, Houston, Texas or at any postponement or rescheduling
thereof. Copies of the Proxy Statement and form of proxy are
being mailed by the Proponents to shareholders on or about May 5,
1997.
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Dear Fellow MAXXAM Shareholder:
We believe that long-standing controversies regarding
Headwaters Forest and MAXXAM's forest management policies could
depress the value of the shareholders' investment, severely
impair MAXXAM's ability to conduct business, threaten MAXXAM's
long-term financial success and are, therefore, of profound
concern to all of us as shareholders.
We believe that resolution of the Headwaters Forest
controversy and other pressing Company matters require the
participation of truly independent Common Directors, committed to
representing the long term interests of MAXXAM's common stock
holders and to increasing shareholder value.
To this end, we propose the following:
1. Electing William A. Newsom and Richard D. Baum, both
independent nominees, to serve on our Board as the two directors
chosen by the holders of Common Stock (the "Common Directors").
Mr. Newsom is president of Newsom Associates, trust administrator
of the Gordon Getty Family Trust, and a retired Associate Justice
of the California Court of Appeal. Mr. Baum is president and
chief executive officer of Care West Insurance Co. and was chief
deputy insurance commissioner of the State of California and
trustee of Executive Life Insurance Co. in rehabilitation and
liquidation.
2. Adopting the following resolution (the "Willing Seller
Proposal"):
RESOLVED: The shareholders request that MAXXAM
become a "willing seller" of its Headwaters Forest
properties, seeking to sell or trade all Company
properties within the 60,000 acre Headwaters Forest
area in northern California, to a government agency
or conservation organization, for appropriate
consideration, which may include relief from potential
financial liabilities related to pending litigation
(sometimes called debt-for-nature), in a manner
consistent with sound tax planning.
We urge all shareholders to attend the meeting in person.
If you are unable to attend in person and wish to have your
shares voted, please sign and date the enclosed blue proxy card,
and return it in the postpaid envelope as promptly as possible.
By returning the enclosed proxy, shareholders will be able to
vote on our nomination of Mr. Newsom and Mr. Baum to serve as the
two Common Directors, to be elected by the holders of Common
Shares in lieu of the two individuals nominated by the Company.
Shareholders will also be able to vote on our Willing Seller
Proposal.
PLEASE SIGN, DATE AND RETURN TODAY THE ENCLOSED BLUE PROXY
CARD TO:
ROSE FOUNDATION FOR COMMUNITIES AND THE ENVIRONMENT
6008 College Avenue, Suite 10
Oakland, California 94618
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VOTING RIGHTS
The Company's Board of Directors has fixed the close of
business on March 25, 1997 as the record date for determining the
shareholders of the Company entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. Only holders of
record of the 8,631,573 shares of Common Stock (the "Common
Stock") and the 688,856 shares of Class A $.05 Non-Cumulative
Participating Convertible Preferred Stock (the "Preferred Stock")
are entitled to vote at the Annual Meeting. Each share of Common
Stock is entitled to one vote, and each share of Preferred Stock
is entitled to ten votes on such matters as may properly come
before the Annual Meeting or any adjournments thereof. The
holders of Common Stock, voting separately as a class, will also
be entitled to elect two members of the Company's Board of
Directors (the "Common Directors").
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation
currently provides for three classes of directors having
staggered terms of office, with directors of each class to be
elected by the holders of the Company's Common Stock and
Preferred Stock, voting together as a single class, for terms of
three years and until their respective successors have been duly
elected and qualified. The Company's Restated Certificate of
Incorporation also provides that so long as any shares of the
Preferred Stock are outstanding, the holders of Common Stock,
voting as a class separately from the holders of any other class
or series of stock, shall be entitled to elect, for terms of one
year, at each annual meeting, the greater of (i) two directors,
or (ii) that number of directors (rounded up to the nearest whole
number) to be in office subsequent to such annual meeting.
We have nominated William A. Newsom and Richard D. Baum to
serve on the Board of Directors of MAXXAM Inc. as the Common
Directors to be chosen by the holders of Common Stock, because we
believe that MAXXAM needs effective independent voices at this
time. We believe that Messrs. Newsom and Baum are such
independent candidates, who are not affiliated with (and do not
have the support of) MAXXAM Management or the Board of Directors.
We have nominated them because of their experience and judgment,
as well as their commitment to protecting shareholder interests
and increasing shareholder value.
William A. Newsom, age 63, is a retired Associate Justice of
the California Court of Appeal and president of Newsom
Associates, 3717 Buchanan Street, Second Floor, San Francisco,
California 94123. He is also trust administrator of the Gordon
Getty Family Trust, a trustee of Ronald Family Trust A, and a
director of the Conservation Corporation, Johannesburg, South
Africa. He holds a Master of Arts degree and Juris Doctor degree
from Stanford University and is the beneficial owner of 100
shares of MAXXAM Inc. Common Stock, purchased on March 20, 1997
and held in street name.
Richard D. Baum, age 50, is president and chief executive
officer of Care West Insurance Company, 4020 Sierra College
Boulevard, Rocklin, California 95677, and a trustee of the San
Francisco Culinary, Bartenders and Service Employees Pension
Trust Fund, Welfare Fund, Education Fund and Legal Fund. He has
served as chief deputy insurance commissioner for the State of
California; trustee of Executive Life Insurance Company in
rehabilitation and liquidation; and senior vice president for
administration of Amfac, Inc., supervising transition activities
in connection with merger of Amfac, Inc. into JMB Realty
Corporation. He holds a Master of Arts degree from the State
University of New York at Albany and the degree of Juris Doctor
from George Washington University, Washington, DC. Mr. Baum is
the beneficial owner of 50 shares of MAXXAM Inc. Common Stock,
purchased on March 17, 1997 and held in street name.
The Company's 1997 Proxy Statement (incorporated herein by
reference) sets forth the names and ages of the other nominees
and describes the principal business experience of each, as
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well as the year each first held Company office and/or served as
a director, the number of shares each beneficially owns, and the
percentage of outstanding shares owned by each nominee.
Information is also provided concerning the committees of the
Board.
Messrs. Newsom and Baum should be chosen by the holders of
Common Stock as our Common Directors in lieu of Stanley D.
Rosenberg and Robert J. Cruikshank, the nominees presented in the
Company's Proxy Statement for these two positions. For the
reasons set forth more fully below, we believe that our Company
is at a critical juncture and that the holders of Common Stock
need independent, effective voices on the Board of Directors and
that Messrs. Newsom and Baum are well suited to the task of
enhancing shareholder value.
We therefore ask the holders of MAXXAM Common Stock to vote
FOR William A. Newsom and FOR Richard D. Baum to serve on the
Board of Directors.
PROPOSAL OFFERED BY THE PROPONENTS
We further propose that the shareholders of MAXXAM Inc.
adopt the following resolution:
"RESOLVED: The shareholders request that MAXXAM
become a "willing seller" of its Headwaters Forest
properties, seeking to sell or trade all Company
properties within the 60,000 acre Headwaters Forest
area in northern California, to a government agency
or conservation organization, for appropriate
consideration, which may include relief from potential
financial liabilities related to pending litigation
(sometimes called debt-for-nature), in a manner
consistent with sound tax planning."
The 60,000 acres known as the greater Headwaters Forest
area, owned by MAXXAM subsidiary Pacific Lumber, contain the last
substantial stands of ancient redwood in private hands anywhere
in the world. For more than a decade, Headwaters' cathedral-like
groves have attracted nationwide conservationist concern and
action.
The United States Fish and Wildlife Service has designated
approximately 33,000 acres on Company lands in the Headwaters
Forest area as critical habitat for the marbled murrelet, a
federally listed threatened seabird. Coho salmon spawn in
streams throughout the Headwaters Forest area; National Marine
Fisheries Service listed these salmon stocks as threatened on
April 25, 1997. This listing may have a substantial impact on
the commercial value of these holdings.
Management of the Headwaters Forest area has been a source
of conflict, protest and litigation since the Company acquired
Pacific Lumber in 1985. Since 1988, environmentalists have
brought 14 separate state and federal lawsuits challenging
Pacific Lumber plans to log old-growth habitat. In 1995, logging
operations in one of six old-growth groves in the Headwaters
Forest area were blocked by federal court order after protracted
litigation, costing $1,110,344 in plaintiffs' attorneys' fees
above and beyond fees paid directly by MAXXAM and its subsidiary,
Pacific Lumber. Although the Company persisted in litigating
this costly case all the way to the U.S. Supreme Court, the
injunction still stands, rendering commercial value of this prime
grove highly uncertain.
In February 1997, plans to log within the 60,000 acre
greater Headwaters Forest area sparked a nationwide boycott of
old-growth redwood.
State and federal laws already restrict the Company's
ability to log in this area and limit its ability to maximize
financial return from the greater Headwaters Forest. The Company
has sued
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both governments alleging taking of property without just
compensation. However, the outcome of these lawsuits is
hard to predict.
On September 28, 1996, the Company agreed to stay those
lawsuits and trade two of six ancient groves in the Headwaters
Forest area to the Federal Government in exchange for other
property. In our view, the Willing Seller Proposal is completely
consistent with consummation of this agreement. We believe that
consummation of the September 28th agreement could be an
important first step toward resolving the Headwaters controversy,
but many factors threaten this agreement, including uncertainty
that the government will approve Company logging plans for the
rest of the 60,000 acre Headwaters area, and the near certainty
that any plan for logging in any ancient groves in the Headwaters
area will be challenged in court.
These uncertainties may depress Company bond ratings. On
October 24, 1996, Standard and Poor's lowered its rating on
certain Company bonds from B+ to B. S&P states, "Given
substantial hurdles in the form of government approvals which
must be overcome to complete the transaction and the undetermined
form of consideration to be paid to the company, this development
(the September 28th agreement) afford little comfort to
debtholders for the time being."
Conservationists and government officials have expressed
interest in preserving and protecting all six ancient groves in
the Headwaters Forest area and other areas within the 60,000
acres.
We believe that it is time for the Company to end the
damaging Headwaters Forest controversy by selling or trading all
60,000 acres of Headwaters Forest area to a Government agency or
non-profit conservation organization for appropriate
consideration. That consideration may include cash as well as
property trades and should be structured to be consistent with
sound tax planning. The consideration should be equivalent in
value to the fair market value of the properties sold or traded,
taking into account probably restrictions on their use and
factoring in uncertainties regarding any potential adverse
condemnation claims. Any such restrictions and uncertainties may
significantly reduce the price obtainable in any such
transaction.
An additional form of consideration suggested by many
conservationists, which we also believe could be an appropriate
form of consideration for at least some portions of the property
is sometimes called a debt-for-nature settlement. In this kind
of settlement, the Federal Government would take title to
some portion of the Headwaters Forest area in exchange for relief
from potential financial liabilities related to pending
litigation. MAXXAM faces potential liabilities in three separate
legal proceedings based on the failure and $1.6 billion bailout
of United Savings Association of Texas, an institution MAXXAM is
alleged to have controlled.
-- An action by the United States Office of Thrift
Supervision (OTS) seeks restitution for at least $500,000,000 in
losses plus $839,000 in penalties. MAXXAM is a Respondent in
this action and has agreed to indemnify several other
Respondents, including Company CEO and president Charles Hurwitz,
with significant resulting exposure for restitution and
penalties.
-- The Federal Deposit Insurance Corporation (FDIC) filed a
separate action seeking $250,000,000 in damages from MAXXAM
president and Chief Executive Officer Charles Hurwitz, which
MAXXAM may be forced to indemnify. Among other things, the FDIC
alleges that Mr. Hurwitz "engaged in a pattern of deceptive
financial reporting and balance sheet manipulation." (Complaint,
FDIC v. Hurwitz, paragraph 16, filed August 2, 1995 in United
States District Court for the Southern District of Texas). No
determination as to the merits of the litigation has been made,
and the final judgment will be determined in a court of law.
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-- A related False Claims Act lawsuit has been filed against
MAXXAM for Treasury losses related to the United Savings
Association of Texas bailout in which treble damages may be
awarded, raising potential liability in that suit to more than $4
billion.
At this time, no determination has been made as to the
merits of these three cases. Final judgment will be determined
in an appropriate administrative proceeding, in the case of OTS,
or in a court of law. The OTS case is currently set for hearing
beginning September 22, 1997. Both the FDIC case and the False
Claims Act case are pending in Federal District Court for the
Southern District of Texas, but no date has been set for trial of
those lawsuits.
The FDIC and False Claims Act Relator have said they will
consider settling claims for some portion of Company forest land
within the 60,000 acre Headwaters Forest area. OTS also may be
willing to settle its financial claims in this manner. MAXXAM
may also gain tax benefits by donating properties in the
Headwaters Forest area to a Government agency or non-profit
conservation organization in conjunction with settlement of these
claims. Until the details of a settlement can be worked out and
agreed upon there is no assurance that any of these parties
would, ultimately, be willing to settle their claims for these
properties, even for those parties who have stated that they
would consider such a settlement. We believe independent
director participation in oversight of these negotiations is
vital to ensure that the best interests of the shareholders are
protected.
We recognize that even if this proposal is adopted, there
can be no assurance that a purchaser will be willing to acquire
the Headwaters Forest. We nonetheless believe that a
debt-for-nature settlement of the Company's potential
savings-and-loan-related liabilities, as part of a comprehensive
package of consideration for the Company's Headwaters Forest area
properties, can protect the Company from significant potential
liability while putting an end to the long-standing Headwaters
Forest controversy and its profound negative impacts on the
Company.
PLEASE VOTE "FOR" THIS PROPOSAL THAT MAXXAM BECOME A WILLING
SELLER OF ITS HEADWATERS FOREST AREA PROPERTIES.
VOTING PROCEDURES
The Company's proxy statement and proxy card include the
Willing Seller Proposal, but not the names of William A. Newsom
and Richard D. Baum, our nominees for Common Director.
The presence, in person or by proxy, of the holders of
shares of the Company's capital stock entitled to cast a majority
of the votes entitled to be cast at the Annual Meeting is
required to constitute a quorum for the transaction of business
at the Annual Meeting. A plurality of the votes present, in
person or by proxy, is necessary for the election of directors.
Adoption of the Willing Seller Proposal will require the
affirmative vote of a majority of the votes present, in person or
by proxy. The Willing Seller Proposal is advisory in nature and
cannot be implemented without Board approval. Under Delaware
law, abstentions and broker non-votes will have no effect on the
outcome of elections of directors. Abstentions and broker
non-votes are counted for the purposes of determining the presence
or
absence of a quorum for the transaction of business. Broker
non-votes will be excluded from the number of shares present and
entitled to vote thereon.
Unless otherwise directed on the proxy card, as more fully
described below, we will vote FOR Mr. Newsom and FOR Mr. Baum to
serve as the Common Directors chosen by the holders of Common
Stock; we will also vote FOR the Willing Seller Proposal
described herein.
The accompanying blue Annual Meeting proxy card will be
voted at the Annual Meeting in accordance with your instructions
on the card. You may vote FOR the election of Mr. Newsom, Mr.
Baum or both as Common Directors, or you may withhold authority
to vote for the election
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of Mr. Newsom, Mr. Baum or both by marking the proper box or
boxes on the blue Annual Meeting proxy card. It will not be
possible to vote for the election of Ezra G. Levin, who has been
nominated by the Company to serve as the director chosen by
holders of Common Stock and Preferred Stock, voting together, by
using the blue Annual Meeting card. As required by Reg. Sec.
240.14a-4(d)(iv) of the Proxy Rules, we hereby state that there
is no assurance that the registrant's nominees will serve if
elected with any of the soliciting parties' nominees. However,
we have no reason to believe that they will not serve. IF NO
MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO
VOTE THE SHARES REPRESENTED BY THE BLUE PROXY CARD FOR THE
ELECTION OF MR. NEWSOM AND MR. BAUM AS COMMON DIRECTORS, AS WELL
AS FOR THE WILLING SELLER PROPOSAL, PROVIDED THAT YOU HAVE SIGNED
AND DATED THE PROXY CARD.
REVOCATION RIGHTS
You may revoke a proxy vote any time before the tally by (1)
executing a later proxy card, (2) appearing at the meeting to
vote, or (3) delivering to the proxy holder or the Company's
secretary written notice of revocation prior to the date of the
meeting. The Company's secretary is Byron L. Wade, and MAXXAM's
offices are located at 5847 San Felipe, Suite 2600, Houston,
Texas 77057. The mailing address is P.O. Box 572887, Houston,
Texas 77257-2887, telephone (713) 975-7600, fax (713) 267-3703.
We will keep the content of all cards we receive
confidential from everyone except those working directly with us
and our staff until the annual meeting, at which time our cards
must be presented to the company's tabulator in order to be
counted.
SOLICITATION
The participants in this solicitation are As You Sow
Foundation, which owns 100 shares of MAXXAM Common Stock, and its
staff, as well as The Rose Foundation for Communities & the
Environment (the "Rose Foundation") and its staff. The Rose
Foundation is not an owner of any stock, although its President,
Jill Ratner, and its Executive Director, Thomas W. Little, own
100 shares of MAXXAM Common Stock as tenants in common. In
addition, Ms. Ratner owns 50 shares in her own name. Proxies
will be sought by mail, facsimile, telephone and personal
interview. The Rose Foundation will bear the cost of this
solicitation, expected to be $24,000, and to date it has expended
approximately $5,000. The Proponents have retained Garland
Associates to assist in the distribution and solicitation of
proxies at a cost of approximately $6,500. The Rose Foundation
will not seek reimbursement from the Company for the costs of the
solicitation. Both As You Sow Foundation and the Rose Foundation
have engaged in advocacy and public education efforts seeking to
preserve the Headwaters Forest area. The Rose Foundation and its
Headwaters Acquisition and Restoration Trust have solicited
contributions that would be used towards purchasing areas of the
Headwaters Forest that are not acquired by the federal
government, in the event that MAXXAM should decide to make any
such properties available and should a willing buyer be found.
To date, the Rose Foundation and its Headwaters Acquisition and
Restoration Trust have received $4,500 in cash plus a $5 million
pledge that could be used for that purpose. The Rose Foundation
does not plan to acquire any such properties on its own behalf,
nor is the Rose Foundation acting on behalf of any potential
buyer and would not directly benefit from any such acquisition.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Information on these subjects appear in the Company's proxy
statement.
SHAREHOLDER PROPOSALS FOR 1998 MEETING
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Shareholders owning over $1,000 in stock for over one year
have the right to have a proposal included in management's proxy
statement. The deadline to submit such proposals to the Company
appears in the Company's proxy statement.
PLEASE VOTE FOR WILLIAM A. NEWSOM AND RICHARD D. BAUM,
AND "FOR" THIS PROPOSAL THAT MAXXAM BECOME
A WILLING SELLER OF ITS HEADWATERS FOREST AREA PROPERTIES.
Sincerely,
/s/ Conrad MacKerron /s/ Jill Ratner /s/ Thomas W. Little
Conrad MacKerron Jill Ratner Thomas W. Little
For Additional Information
Please Call
Proxy Solicitor
Garland Associates, Inc.
Toll Free (800)455-6034
or
The Rose Foundation
Jill Ratner/Thomas W. Little
Collect (510)658-0702
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ODDFOOTER: CURRENT CARD
MAXXAM INC.
1997 Annual Meeting of Shareholders
This Proxy Is Solicited by
As You Know Foundation, Jill Ratner and Thomas Little
The undersigned shareholder of MAXXAM Inc. hereby appoints each
of Jill Ratner and Thomas Little, and each of them with full
power of substitution, for and in the name below, all shares of
Common Stock of MAXXAM Inc. that the undersigned is entitled to
vote if personally present at the 1997 Annual Meeting of
Shareholders of MAXXAM Inc., to be held on May 22, 1997 at The
Houstonian Hotel & Conference Center, 1111 North Post Oak Lane,
Houston, Texas at 10:00 A.M. (local time) or at any adjournment,
postponement or rescheduling thereof. The undersigned hereby
revokes any previous proxies with respect to the matters covered
by this Proxy.
AS YOU SOW FOUNDATION, JILL RATNER AND THOMAS W. LITTLE
RECOMMEND A VOTE FOR WILLIAM A. NEWSOM AND RICHARD D. BAUM ON
ITEM 1 AND FOR ITEM 2.
Item 1: Election of Directors
As You Sow Foundation, Jill Ratner and Thomas W.
Little intend to use this proxy to vote for William
A. Newsom and Richard D. Baum, whom they have nominated
to serve as the two Directors to be elected by holders
of shares of Common Stock (the "Common Directors"). By
using this card, you will not be able to vote for the
Company's two nominees for Common Director (Stanley D.
Rosenberg and Robert J. Cruikshank) or the Company's
nominee to be elected by holders of the Common and
Preferred Stock, voting together (Ezra G. Levin). You
should refer to the proxy statement and form of proxy
distributed by the Company for the background,
qualifications and other information concerning the
Company's nominees.
Item 2: To act upon a stockholder proposal, if presented at
the meeting by As You Sow Foundation, Jill Ratner and
Thomas W. Little, relating to 60,000 acres of
timberlands in northern California owned by the
Company's principal forest products subsidiary.
/x/ PLEASE MARK VOTES AS IN THIS EXAMPLE
As You Sow Foundation, Jill Ratner and Thomas W. Little
recommend a vote FOR William A. Newsom and Richard D. Baum on
Item 1 and FOR Item 2.
1. Election of Directors
(a) William A. Newsom (for term expiring in 1998)
/ / FOR nominee listed / / WITHHOLD AUTHORITY
to vote for nominee
(b) Richard D. Baum (for term expiring in 1998
/ / FOR nominee listed / / WITHHOLD AUTHORITY
to vote for nominee
2. Proposed resolution submitted by As You Sow Foundation, Jill
Ratner and Thomas Little relating to 60,000 acres of timberlands
in northern California owned by the Company's principal forest
products subsidiary.
FOR / / AGAINST / / ABSTAIN / /
WHERE NO VOTING INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE FOR WILLIAM A. NEWSOM AND RICHARD D. BAUM ON
ITEM 1 AND FOR ITEM 2.
IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT, POSTPONEMENT OR RESCHEDULING THEREOF, HEREBY
REVOKING ANY PROXY OR PROXIES HERETOFORE GIVEN BY THE
UNDERSIGNED.
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This Proxy, when properly executed, will be voted in the manner
marked herein by the undersigned shareholder. Reg. section
240.14a-4(d)(iv) of the Proxy rules requires the following
statement on this card: There is no assurance that the
registrant's nominees will serve if elected with any of the
soliciting partly's nominees.
(place mailing label here)
Please date and sign this proxy exactly as your name appears
hereon:
Dated:________________________, 1997
____________________________ _______________________________
(Signature) (Signature, if held jointly)
_______________________________
(Title)
When shares are held by joint tenants, both should sign. When
signing as attorney-in-fact, executor, administrator, trustee,
guardian, corporate officer or partner, please give full title as
such. If a corporation, please sign in corporate name by
President or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
To vote in accordance with the recommendation of As You Sow
Foundation, Jill Ratner and Thomas W. Little, just sign and date
this proxy. No boxes need to be checked.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE PROVIDED.
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