<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NORD RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
NORD RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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 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:
------------------------------------------------------------------------
<PAGE>
[LOGO] NORD RESOURCES CORPORATION
8150 Washington Village Drive
Dayton, Ohio 45458
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 6, 1995
To the Stockholders of
NORD RESOURCES CORPORATION:
Notice is hereby given that the annual meeting of stockholders of Nord
Resources Corporation (the "Corporation") will be held at the Four Seasons Hotel
(Metropolitan Room), 57 East 57th Street, New York, New York, on June 6, 1995 at
10:30 a.m. for the following purposes:
1. The election of six directors of the Corporation and
2. To act upon such other matters as may properly come before the meeting
or any adjournment thereof.
The close of business on April 14, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
annual meeting and at any adjournment thereof.
YOUR PROXY IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. THUS, WHETHER
OR NOT YOU EXPECT TO BE PRESENT, YOU ARE REQUESTED TO DATE, SIGN AND MAIL THE
ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE WHICH HAS BEEN PROVIDED FOR THAT
PURPOSE. THE PROXY MAY BE REVOKED BY YOU AT ANY TIME BEFORE IT IS EXERCISED AND
THE GIVING OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
By Order of the
Board of Directors,
Karl A. Frydryk
Secretary
April 25, 1995
<PAGE>
NORD RESOURCES CORPORATION
8150 Washington Village Drive, Dayton, Ohio 45458
PROXY STATEMENT
For the Annual Meeting of Stockholders
June 6, 1995
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Corporation's Board of Directors (the "Board") of proxies in the
accompanying form for the annual meeting of stockholders of Nord Resources
Corporation (the "Corporation").
Shares cannot be voted at the meeting unless the stockholder is present
in person or represented by proxy. All shares represented by properly executed
proxies received by the Board pursuant to this solicitation will be voted in
accordance with the stockholder's directions specified on the enclosed proxy. If
no directions have been specified by marking the appropriate squares on the
proxy, the shares will be voted in accordance with the Board's recommendations.
A stockholder signing and returning a proxy has the power to revoke it at any
time prior to its exercise by delivering to the Corporation a later dated proxy
or by giving notice to the Corporation in writing or in open meeting, but
without affecting any vote previously taken. The holders of a majority of the
Corporation's outstanding shares, present in person or represented by proxy and
entitled to vote, constitute a quorum for the transaction of all business at the
meeting. Abstentions and broker non-votes are included in determining if a
quorum is present at the meeting.
Only stockholders of record at the close of business on April 14, 1995
are entitled to vote at the annual meeting. As of April 14, 1995, there were
issued and outstanding 15,838,408 shares of Common Stock of the Corporation.
Each share is entitled to one vote and cumulative voting is not permitted. A
list of stockholders of record entitled to vote at the meeting will be available
for examination by any stockholder for any purpose germane to the annual
meeting, for a period of 10 days prior to the annual meeting, during normal
business hours at the offices of Spitzer & Feldman, 405 Park Avenue, 6th Floor,
New York, New York and at the offices of the Corporation, 8150 Washington
Village Drive, Dayton, Ohio. The list will also be available at the annual
meeting. An affirmative vote of a majority of the shares present and voting at
the meeting is required for approval of all items being submitted to the
stockholders for their consideration. Abstentions from voting will have the same
effect as voting against the election of a director or a proposal. However,
broker non-votes will not be included in the tabulations of shares entitled to
elect directors or vote on a proposal.
This Proxy Statement and the enclosed proxy were first mailed to
stockholders on or about April 25, 1995.
1
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth the only person known by the Board to be
the beneficial owner of more than 5% of the outstanding shares of Common Stock
of the Corporation, based on information contained in Schedule 13G filed by such
person with the Securities and Exchange Commission, reporting beneficial
ownership as of December 31, 1994.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AS OF DECEMBER 31,
1994
NAME AND ADDRESS OF ------------------------
BENEFICIAL OWNER NUMBER % OF CLASS
----------------------------------- ------------ ----------
<S> <C> <C>
The Travelers Inc.
65 East 55th Street
New York, NY 10022 2,270,858(1) 14.3%
<FN>
(1) The Travelers Inc. has shared voting and dispositive power over the shares
listed.
</TABLE>
ELECTION OF DIRECTORS
Six directors are to be elected to hold office until the next annual
meeting of stockholders and until their successors are elected and qualified.
The Board has nominated for election as directors the six persons named below,
all of whom presently serve as members of the Board. The shares represented by
proxy, unless the giver of the proxy dictates otherwise, will be voted at the
meeting in favor of the election of the nominees named below.
Each of the nominees named below is, at present, available for election.
If any nominee should for any reason become unavailable for election, proxies in
the accompanying form will be voted for a substitute nominee designated by the
Board. There are no family relationships among any nominees or directors or
among them and any officer of the Corporation or any of its subsidiaries.
2
<PAGE>
Set forth below is certain information for each nominee for election as a
director and each executive officer named in the Summary Compensation Table.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
AS OF APRIL 14, 1995(1)
DIRECTOR --------------------------
NOMINEES FOR ELECTION OF DIRECTORS AGE SINCE NUMBER % OF CLASS
----------------------------------- --- -------- ----------- ----------
<S> <C> <C> <C> <C>
Walter T. Belous 59 1974 37,023(3) (2)
W. Pierce Carson 52 1994 33,540(4) (2)
Edgar F. Cruft 62 1971 330,246(5) 2.1%
Terence H. Lang 58 1978 195,833(6) 1.2%
Leonard Lichter 67 1974 25,750(7) (2)
Donald L. Roettele 59 1971 42,538(8) (2)
<CAPTION>
OTHER NAMED EXECUTIVE OFFICERS
-----------------------------------
<S> <C> <C> <C> <C>
James T. Booth 54 53,900(9) (2)
Karl A. Frydryk 40 82,274(10) (2)
William W. Wilcox 47 77,060(9) (2)
All nominees for election of
directors and other named
executive officers as a group (9
persons) 878,164(11) 5.3%
<FN>
(1) Ownership includes sole voting and investment power except as otherwise
noted. When applicable, the number of shares beneficially owned includes the
number of unissued shares which the listed person (or group) has a right to
acquire within 60 days after April 14, 1995. In determining the number of
shares outstanding for computing the percent of class owned by a listed
person (or group), the number of shares outstanding of the Corporation has
been increased by the number of unissued shares which the listed person (or
group) has a right to acquire from the Corporation within 60 days after April
14, 1995.
(2) Represents less than 1% of the shares outstanding.
(3) Includes options to purchase 26,750 shares. Mr. Belous' wife owns an
additional 1,500 shares as to which Mr. Belous disclaims beneficial
ownership.
(4) Includes options to purchase 7,500 shares.
(5) Includes options to purchase 219,475 shares. Dr. Cruft's wife and children
own an additional 15,697 shares as to which Dr. Cruft disclaims beneficial
ownership.
(6) Includes options to purchase 178,975 shares. Mr. Lang's wife owns an
additional 21,348 shares as to which Mr. Lang disclaims beneficial ownership.
(7) Includes options to purchase 24,750 shares.
(8) Includes options to purchase 24,750 shares. Mr. Roettele's wife owns an
additional 17,729 shares as to which Mr. Roettele disclaims beneficial
ownership.
(9) Consists of options to purchase shares.
(10) Includes options to purchase 80,091 shares.
(11) Includes options to purchase 693,251 shares held by directors and named
executive officers as a group.
</TABLE>
NOMINEES FOR ELECTION OF DIRECTORS
Mr. Belous has, since 1980, been employed by and is executive vice
president of Chi Mei Corporation, a company engaged in international trade with
the Peoples Republic of China.
Dr. Carson, who holds a Ph.D. in Economic and Structural Geology, has
served as president and a director of Nord Pacific Limited, a company which is
35% owned by the Corporation, since its inception in 1990. Prior to then, he
served as senior vice president of Pacific operations for the Corporation
beginning in 1980.
Dr. Cruft, who holds a Ph.D. in Geochemistry, is a founder of the
Corporation and has served as its chairman and chief executive officer since its
inception. He was president of the Corporation from inception to 1985 and was
renamed president in 1988. From 1963 through 1973,
3
<PAGE>
he served on the faculty of the University of New Mexico, becoming an Associate
Professor of Geochemistry in 1967. From 1963 to 1967, Dr. Cruft also was a
mining and geochemical consultant to various mining companies. From 1956 to
1959, he was employed as a field and mining geologist by the Ventures
Ltd.-Falconbridge Nickel Mines Ltd. group of companies in Canada and from 1954
to 1956 was a field and mining geologist in South Africa and Malawi with major
South African mining companies. Dr. Cruft is also chairman and chief executive
officer of Nord Pacific Limited.
Mr. Lang has served as senior vice president-finance and treasurer since
joining the Corporation in 1978. Prior to then, he had 15 years of experience in
financial planning and management in the business equipment industry, holding
several financial management positions with NCR Corporation. Mr. Lang is also
treasurer and a director of Nord Pacific Limited.
Mr. Lichter, an attorney and a CPA, is a principal in the law firm of
Spitzer & Feldman P.C., New York, New York, which is counsel to the Corporation.
He is also a director of Laser Photonics, Inc., Radix Ventures, Inc. and Nord
Pacific Limited.
Mr. Roettele has, since 1970, been employed by and is currently the
president and a
director of Fox Technology, Inc., a company engaged in electronic product
manufacturing and distribution.
OTHER NAMED EXECUTIVE OFFICERS
Mr. James T. Booth is president of Nord Kaolin Company, an 80% owned
subsidiary of the Corporation. Mr. Booth joined Nord Kaolin Company in 1978 as
plant manager, became general manager in 1989 and was named president in 1993.
Mr. Karl A. Frydryk, CPA, has served as vice president-controller since
joining the Corporation in 1984 and as secretary of the Corporation since 1987.
Mr. William W. Wilcox is vice president of sales and marketing for the
Corporation. Mr. Wilcox joined the Corporation in 1977 and became vice president
of sales and marketing in 1984.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board held four meetings during 1994 and each current director
attended at least 75% of the meetings of the Board and the Committees on which
he served.
The Corporation has an Audit Committee and a Compensation Committee but
does not have a Standing Nominating Committee.
The members of the Audit Committee are Leonard Lichter and Donald L.
Roettele. The Audit Committee meets independently with representatives of the
Corporation's independent auditors and senior management. The Audit Committee
reviews the general scope of the Corporation's annual audit, the fee charged by
the independent auditors and other matters relating to internal control systems.
In addition, the Audit Committee is responsible for recommending the engagement
or discharge of the Corporation's independent auditors. The Committee held one
meeting in 1994.
The members of the Compensation Committee are Walter T. Belous and
Leonard Lichter. The Compensation Committee is responsible for approving and
reporting to the Board on the annual compensation for all officers, including
salary and stock options. The Compensation Committee also is responsible for
granting stock options and other funding and awards to be made under the
Corporation's existing compensation plans. The Committee held one meeting in
1994.
4
<PAGE>
Members of the Board who are not employed by the Corporation, except Mr.
Lichter, receive an annual retainer of $10,000, plus $1,000 for attending each
meeting of the Board and $800 for attending each meeting of a Committee of the
Board. Mr. Lichter, counsel to the Corporation, charges his time and expenses to
the Corporation through Spitzer & Feldman P.C.
In January 1995, the Corporation adopted a deferred compensation program
for directors other than directors who are employees of the Corporation, its
subsidiaries or affiliates or are affiliated with entities which provide
services to the Corporation. Under this program, qualifying directors who have
served as directors for 10 years will receive a lifetime payment beginning at
the later of age 62 or their resignation as a director in an amount equal to the
annual retainer paid to the director during his/her last year of service as a
director. Currently, Mr. Belous and Mr. Roettele qualify for this program.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Corporation's directors, executive officers and
holders of more than 10% of the Corporation's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of the common stock of the Corporation. Based on the
Corporation's review of copies of such forms it received from directors,
executive officers and holders of more than 10% of the Corporation's common
stock or on written representations from certain of such persons, the
Corporation believes that, during the year ended December 31, 1994, all filing
requirements under Section 16(a) of the Exchange Act were made by such persons
on a timely basis.
The Corporation paid $1,548,000 for legal services to the firm of Spitzer
& Feldman, P.C. in which Leonard Lichter, a director, is a principal, during
Spitzer & Feldman's 1994 fiscal year.
Until February 1994, the Corporation advanced funds to Nord Pacific
Limited ("Pacific"), which is 35% owned by the Corporation, under lines of
credit arrangements. During 1994, the largest amount owing to the Corporation by
Pacific was $2,950,000. The advances to Pacific bore interest at prime plus
1/2%. In connection with a February 1994 public offering in Australia by
Pacific, the Corporation converted $2,900,000 of its advance to Pacific into
shares of common stock of Pacific at a price of $.83 per share, which was less
than market price. The Corporation presently does not have any outstanding
advances to Pacific and does not anticipate making any additional advances in
the foreseeable future. Dr. Cruft is chairman, chief executive officer and a
director of Pacific; Mr. Lang is vice president, treasurer and a director of
Pacific; Dr. Carson is president and a director of Pacific and Mr. Lichter is a
director of Pacific.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Corporation's
Chief Executive Officer and the four other most highly paid executive officers
at December 31, 1994 (collectively, "Named Executive Officers") for the fiscal
years ended December 31, 1994, 1993 and 1992.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION ------------ ALL
SECURITIES OTHER
------------------- UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(2) SATION(3)
- ---------------------------------------- ---- -------- --------- ------------ --------
<S> <C> <C> <C> <C> <C>
Edgar F. Cruft(1) 1994 $547,932 $5,431
Chairman, President & CEO 1993 $512,150 33,750(4) $5,258
1992 $505,000 $1,596
Terence H. Lang 1994 $249,100 $4,952
Sr.Vice President-Finance & Treasurer 1993 $235,000 $4,842
1992 $235,000 $1,169
William W. Wilcox 1994 $159,862 7,000 $4,586
Vice President-Sales & Marketing 1993 $159,228 13,000 $3,651
1992 $151,646 8,600 $ 783
Karl A. Frydryk 1994 $140,000 $ 8,000 25,000 $4,920
Vice President-Controller & Secretary 1993 $124,033 $3,991
1992 $112,950 $ 765
James T. Booth 1994 $110,000 7,000 $4,539
President-Nord Kaolin Company 1993 $107,511 6,000 $3,687
1992 $ 93,288 5,500 $1,425
<FN>
(1) Includes salary earned for 1994 ($150,432), 1993 ($137,150) and 1992
($130,000) as chairman and CEO of Nord Pacific Limited, a 35%-owned affiliate
of the Corporation.
(2) Number of shares subject to options granted under employee option plans for
the periods presented.
(3) Included in "All Other Compensation" for 1994 are (1) matching contributions
by the Corporation under its 401(k) Retirement and Savings Plan for Dr. Cruft
-$4,620, Mr. Lang - $4,620, Mr. Wilcox - $3,554, Mr. Frydryk - $4,440 and Mr.
Booth - $3,300, and (2) the dollar value of life insurance premiums paid by
the Corporation with respect to term life insurance benefits for Dr. Cruft -
$811, Mr. Lang - $332, Mr. Wilcox - $1,032, Mr. Frydryk - $480 and Mr. Booth
-$1,239.
(4) Consists of an option grant to replace an expiring option for the same number
of shares. Exercise price is $4.88 per share while expiring option was at an
exercise price of $4.00 per share.
(5) Non-cash benefits for each of the Named Executive Officers were less than 10%
of their aggregate compensation.
</TABLE>
The Corporation has established a loan program to fund the exercise of
stock options or for any other purpose associated with a benefit to the
Corporation, for Messrs. Cruft and Lang, who are executive officers. Such loans
are limited to $150,000 for each executive, are callable on 90 day notice by the
Board and bear interest, payable quarterly, at 1/2% over the yield on funds
invested by the Corporation (average interest rate of 5.67% in 1994). The
largest amount of indebtedness outstanding during 1994 and the amount
outstanding on April 14, 1995 from Messrs. Cruft and Lang was $150,000 each. The
loans related to the executives' exercise of options to acquire shares of the
Corporation's common stock.
6
<PAGE>
OPTION GRANTS IN 1994
The following table presents information concerning options granted in
1994 to Named Executive Officers under the Corporation's employee option plans.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------ POTENTIAL
% OF REALIZABLE VALUE
TOTAL AT ASSUMED ANNUAL
OPTIONS RATES OF STOCK
NUMBER OF GRANTED PRICE
SECURITIES TO APPRECIATION FOR
UNDERLYING EMPLOYEES OPTION TERM(3)
OPTIONS IN EXERCISE EXPIRATION -----------------
NAME GRANTED 1994(2) PRICE DATE 5% 10%
- ----------------------- ---------- --------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
William W. Wilcox 7,000(1) 5.2% $5.13 1/10/04 $22,562 $ 57,176
Karl A. Frydryk 25,000(1) 18.7% $5.13 1/10/04 $80,577 $204,198
James T. Booth 7,000(1) 5.2% $5.13 1/10/04 $22,562 $ 57,176
<FN>
(1) Option became exercisable on January 10, 1995.
(2) The Corporation granted employees options to purchase 134,000 shares in 1994.
(3) Dollar amounts under these columns are the result of calculations based on
assumed annualized rates of stock appreciation of 5% and 10% as prescribed by
the Securities and Exchange Commission. The assumed rates are not intended by
the Corporation to forecast possible future appreciation, if any, of its
stock price, which will be determined by future events and unknown factors.
</TABLE>
AGGREGATED OPTION EXERCISES IN 1994 AND YEAR-END OPTION VALUES
The following table presents information concerning options exercised
during 1994 by the Named Executive Officers and the value of their respective
unexercised options at December 31, 1994.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE(1) OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1994 DECEMBER 31,1994
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- -------------------------- ------------- ----------- ------------------- -----------------
<S> <C> <C> <C> <C>
Edgar F. Cruft 2,250 $ 8,618 219,475 $ 123,803
-- N/A
Terence H. Lang None 178,975 $ 48,169
-- N/A
William W. Wilcox None 70,060 $ 14,579
7,000 $ 8,750
Karl A. Frydryk None 61,091 $ 25,000
25,000 $ 31,250
James T. Booth None 46,900 $ 9,985
7,000 $ 8,750
<FN>
(1) Based on the closing sale price of $6 3/8 for the Corporation's Common Stock
on December 30, 1994 on the New York Stock Exchange Composite Tape.
</TABLE>
7
<PAGE>
DEFINED BENEFIT RETIREMENT PLANS
The following table illustrates the estimated annual benefit payable upon
retirement to Messrs. Cruft and Lang at specified levels of compensation and
years of service to the Corporation.
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------
COMPENSATION 15 20 30
- ------------- --------- --------- ---------
<S> <C> <C> <C>
$ 200,000 $ 107,500 $ 110,000 $ 110,000
250,000 134,375 137,500 137,500
300,000 161,250 165,000 165,000
350,000 188,125 192,500 192,500
400,000 215,000 220,000 220,000
450,000 241,875 247,500 247,500
500,000 268,750 275,000 275,000
</TABLE>
The non-qualified retirement agreement with both of these executives
provides for annual payments equal to 50%, plus 1/4% for each year of service
with the Corporation to a maximum credit of 20 years, of their average annual
compensation for the three consecutive years in their last ten years of
employment with the Corporation during which they received their highest
compensation. The compensation covered by the plan is based on the executive's
annual salary paid by the Corporation as disclosed in the Summary Compensation
Table. Annual payments begin at age 62, or termination of employment, whichever
is later, and continue for the longer of 10 years or for the lives of the
executive and his spouse. The executive may retire anytime after age 55 and
receive reduced annual payments. At December 31, 1994, Dr. Cruft had over twenty
years of service and Mr. Lang had sixteen years of service. The Corporation has
also provided for the payment of a death benefit of $150,000 to a beneficiary of
each of Dr. Cruft and Mr. Lang.
The following table illustrates the estimated annual benefit payable upon
retirement to certain management personnel of the Corporation at specified
levels of compensation and years of service to the Corporation.
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------
COMPENSATION 10 15 20 25 30
- ------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 100,000 $ 15,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000
125,000 18,750 28,125 37,500 46,875 56,250
150,000 22,500 33,750 45,000 56,250 67,500
175,000 26,250 39,375 52,500 65,625 78,750
200,000 30,000 45,000 60,000 75,000 90,000
</TABLE>
The non-qualified retirement agreements with certain management personnel
designated by the Board, including Messrs. Booth, Frydryk and Wilcox, provide
annual payments to participants for a period of 15 years beginning at age 62, or
on termination of employment, whichever is later (or anytime after age 55 in the
event the provisions of the agreement with respect to early retirement are
satisfied). The payments are equal to 1 1/2% for each year of service to a
maximum of 30 years times the participant's average annual compensation over his
final three years of employment. The compensation covered by the plan is based
on the executive's annual salary disclosed in the Summary Compensation Table.
The portion of the percentage earned through years of service vests at the rate
of 20% per year, beginning at six years of service, and becomes fully vested in
the event of a change in control of the Corporation as defined in the
agreements. In addition to the above amount, Mr. Frydryk will receive an
additional 5% of his salary at retirement payable over the same 15 year period.
At December 31,
8
<PAGE>
1994, Messrs. Booth, Frydryk and Wilcox had 16, 10 and 17 years of service,
respectively. If a participant dies prior to reaching retirement, the agreements
provide for payment of a death benefit to the participant's beneficiary in an
amount equal to three times the compensation earned by the participant during
the year prior to his death, in lieu of the above payments after retirement.
CHANGE IN CONTROL ARRANGEMENTS
The Corporation has entered into agreements with certain Named Executive
Officers which provide for the payment of benefits in the event of termination
of their employment after a change in control of the Corporation, as defined in
the agreements. These agreements are intended to ensure the establishment and
maintenance of a sound and vital management essential to protecting and
enhancing the best interests of the Corporation and its stockholders. Under
agreements with Messrs. Cruft and Lang, if their employment is terminated by
either them or the Corporation (other than for cause, as defined in the
agreement, or death) at any time within two years of a change in control, the
Corporation shall pay them a lump sum amount equal to 300% of the greater of (1)
their base salary at date of termination or (2) their average annual
compensation for the five calendar years preceding the calendar year in which
the change in control occurred, plus an amount equal to the aggregate spread on
all unexercised options granted to them under the Corporation's stock option
plans. Under agreements with Messrs. Booth, Frydryk and Wilcox, if their
employment is terminated by the Corporation (other than for cause, disability,
retirement or death) or by the employee for good reason (i.e. change of duties,
reduction in compensation, failure to maintain benefits and other causes as set
forth in the agreement) at any time within two years of a change in control, the
Corporation shall pay them a lump sum amount equal to 200% of the greater of (1)
their base salary at date of termination or (2) their average annual
compensation for the five calendar years preceding the calendar year in which
the change in control occurred, plus an amount equal to the aggregate spread on
all unexercised options granted to them under the Corporation's stock option
plans. Mr. Booth would also be eligible to receive benefits under the agreement
if a change in control of Nord Kaolin Company were to occur. The agreements are
valid until the later of December 31, 1995 or two years after the occurrence of
a change in control prior to December 31, 1995, subject to extension by mutual
consent.
To preserve the benefits available under the Corporation's severance
agreements with Messrs. Cruft and Lang, the Corporation has established a
benefit trust (the "Trust"). Upon the occurrence of any potential change in
control, as defined in the Trust, the Corporation will be obligated to
contribute an amount of cash and other property to the Trust which is intended
to be sufficient to pay, in accordance with the terms of the agreements, the
benefits authorized under such agreements. If the funds in the Trust are
insufficient for any reason to pay such amounts, the Corporation will remain
obligated to pay any such deficiency.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
PHILOSOPHY
The Corporation applies a consistent philosophy to compensation for all
employees, including senior management. This philosophy is based on the premise
that the achievements of the Corporation result from the coordinated efforts of
all individuals working toward common objectives. The Corporation strives to
achieve those objectives through teamwork that is focused on meeting the
periodic goals established by the Corporation, the expectations of customers and
stockholders. The compensation program goals are to enable the Corporation to
attract, retain and reward key personnel who contribute to the long-term success
of the Corporation and to
9
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align compensation with business objectives and performance. The Corporation's
compensation program for executive officers is based on the same principles
applicable to compensation decisions for all employees of the Corporation.
COMPETITIVE COMPENSATION
The Corporation is committed to providing a compensation program that
helps attract and retain key personnel of outstanding ability. The Corporation
ensures that its compensation is competitive by comparing its compensation
practices with those of other similar companies and reflects this review in its
determination of compensation.
COMPENSATION OF CEO
The Compensation Committee had not given Dr. Cruft a raise since May
1989. During 1994, his annual salary was increased by 6% to compensate somewhat
for inflation since 1989.
COMPENSATION AND PERFORMANCE
Executive officers are rewarded based upon corporate performance and
individual performance. Corporate performance is evaluated by reviewing the
extent to which strategic and business plan goals are met, including such
factors as operating profit or loss and performance relative to competitors.
Individual performance is evaluated by reviewing organizational and management
development progress against set objectives and the degree to which teamwork and
Corporation values are fostered.
The Corporation applies its compensation philosophy worldwide. The
Corporation strives to achieve a balance of the compensation paid to a
particular individual and the compensation paid to other executives both inside
the Corporation and at comparable companies. The Corporation believes that
employees should understand the performance evaluation and compensation
administration process. The process of assessing performance is as follows:
1. At the beginning of the performance cycle, the evaluating manager sets
objectives and key goals.
2. The evaluating manager gives the employee ongoing feedback on
performance.
3. At the end of the performance cycle, the manager evaluates the
accomplishments of objectives/key goals.
4. The manager compares the results with the results of peers within the
Corporation.
5. The evaluating manager communicates the comparative results to the
employee.
6. The comparative result affects decisions on salary and stock options.
COMPENSATION VEHICLES
The Corporation has a successful history of using a simple total
compensation program that consists of cash, equity based compensation and
retirement plans. Having a compensation program that allows the Corporation to
successfully attract and retain key employees permits it to mine and produce its
industrial minerals at competitive levels of production and costs, to provide
useful products and services to customers, enhance stockholder value, motivate
technological innovation, foster teamwork and adequately reward employees. The
vehicles are:
(a) Cash Based Compensation--The Corporation sets base salary for
employees by reviewing the aggregate of base salary and annual bonus for
competitive positions in the market, and by reviewing the employee's
historical compensation and the effect of inflation on such compensation.
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(b) Stock Option Program--The purpose of this program is to provide
additional incentives to employees to work to maximize stockholder value.
The option program also utilizes vesting periods to encourage key
employees to continue in the employ of the Corporation. The Corporation
grants stock options annually to a broad-based population representing
approximately 50% of the total employee pool.
(c) Deferred Compensation for Senior Executives--The Corporation has
entered into separate retirement agreements with its senior executives.
The agreements provide benefits to the senior executives upon retirement
based on several factors, including the number of years of service to the
Corporation. The purpose of these retirement agreements is to provide
incentive to the senior executives to continue to provide their services
to the Corporation.
(d) 401-K Plan--The Corporation provides a retirement and savings plan
for its salaried U.S. employees pursuant to Section 401(k) of the Internal
Revenue Code. Each employee may contribute up to 15% of his or her salary
to this plan, to a maximum of $9,240 in 1994. Under the plan, the
Corporation makes a matching contribution on behalf of each participating
employee of 50% on the lower of the first 6% of each employee's salary or
the percentage actually contributed by the employee. This plan enables the
Corporation to attract and retain employees upon whom the Corporation
relies in operating its business.
(e) Other Plans--The Corporation is party to an agreement with the
union which represents workers at its kaolin facility, which agreement
provides for specified retirement and other benefits.
COMPENSATION COMMITTEE
Leonard Lichter, Chairman
Walter T. Belous
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Belous and Lichter,
neither of whom are or have been officers or employees of the Corporation or any
of its subsidiaries. The Chairman of the Compensation Committee is Leonard
Lichter, who is a principal in the firm of Spitzer & Feldman P.C., which firm
provides legal services to the Corporation. Dr. Cruft is a director and member
of the compensation committee of Nord Pacific Limited, whose president, Dr. W.
Pierce Carson, is a director of the Corporation.
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STOCKHOLDER RETURN ON COMMON STOCK
The following graph compares the total annual return on the Corporation's
Common Stock with the total annual return of the Dow Jones Equity Market Index
and the Dow Jones Mining Index. The presentation assumes $100 was invested on
December 31, 1989 in the Corporation's Common Stock and in each of the indices
and any dividends were reinvested.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOW JONES EQUITY MARKET INDEX DOW JONES MINING INDEX NORD RESOURCES CORPORATION
<S> <C> <C> <C>
1989 100 100 100
1990 102.02 96.07 53.27
1991 127.62 127.24 42.06
1992 123.11 138.19 45.79
1993 145.32 151.93 36.45
1994 143.34 153.1 47.66
</TABLE>
INDEPENDENT AUDITORS
Deloitte & Touche LLP have acted as independent auditors for the
Corporation since its inception and have been selected by the Audit Committee to
serve in such capacity for the fiscal year ending December 31, 1995. A
representative of Deloitte & Touche LLP is expected to be present at the annual
meeting and will have the opportunity to make a statement, if he so desires, and
to respond to appropriate questions.
OTHER MATTERS
The Board is not aware of any matter not referred to in the enclosed form
of proxy that will be presented for action at the meeting. If any such matter
properly comes before the meeting, the proxies in the accompanying form will be
voted with respect thereto in accordance with the judgment of the person or
persons voting such proxies.
The Corporation's transfer agent, American Stock Transfer & Trust
Company, is to perform certain services in connection with the solicitation,
including tabulation of proxies and personal or telephone inquiries to
stockholders or brokers, banks or others acting as custodians. For these
services, the transfer agent will receive a fee at its customary rate and
reimbursement of certain out-of-pocket expenses. Brokers, banks and other
persons acting as custodians may be reimbursed for certain expenses incurred by
them in obtaining instructions from beneficial owners of the Corporation's
Common Stock. In addition to use of the mails, directors and officers of the
Corporation may, without compensation other than their regular compensation,
solicit proxies from stockholders by telephone or in person. All costs of
solicitation will be borne by the Corporation.
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THE CORPORATION WILL PROVIDE, WITHOUT CHARGE, TO EACH STOCKHOLDER WHOSE
PROXY IS BEING SOLICITED HEREBY, A COPY OF THE CORPORATION'S ANNUAL REPORT ON
FORM 10-K FOR 1994 (INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO),
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND/OR THE CORPORATION'S
1994 ANNUAL REPORT, UPON WRITTEN REQUEST DIRECTED TO THE ATTENTION OF KARL A.
FRYDRYK, SECRETARY, NORD RESOURCES CORPORATION, 8150 WASHINGTON VILLAGE DRIVE,
DAYTON, OHIO 45458.
STOCKHOLDER PROPOSALS
A proposal by a stockholder intended for inclusion in the Corporation's
proxy statement for the 1996 annual meeting of stockholders must be received by
the Corporation at the address noted immediately above, to the attention of Karl
A. Frydryk, Secretary, on or before December 27, 1995, in order to be eligible
for such inclusion.
PLEASE SIGN THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO
WHICH NO POSTAGE NEED BE AFFIXED IF MAILED WITHIN THE UNITED STATES.
April 25, 1995
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[LOGO]
NORD RESOURCES CORPORATION
8150 Washington Village Drive
Dayton, Ohio 45458
<PAGE>
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NORD RESOURCES CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS JUNE 6, 1995
The undersigned hereby appoints Edgar F. Cruft and Karl A. Fydryk, or
either of them, attorneys and proxies with full power of substitution in each of
them, in the name, place and stead of the undersigned to vote as proxy all the
stock of the undersigned in Nord Resources Corporation.
(TO BE SIGNED ON REVERSE SIDE)
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PLEASE MARK YOUR
/X/ VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD NOMINEES: Walter T. Belous
1. Election of / / / / W. Pierce Carson
Nominees Edgar F. Cruft
Terence H. Lang
For, except vote withheld from following nominee(s): Leonard Lichter
Donald L. Roettele
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2. The transaction of such other business as may properly come before the
meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 IF NO
INSTRUCTION TO THE CONTRARY IS INDICATED OR IF NO INSTRUCTION IS GIVEN.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURE(S) DATE
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NOTE: Please sign exactly as your name appears hereon. Executors,
administrators, trustees, etc., should so indicate when signing, giving
full title as such. If signer is a corporation, execute in full corporate
name by authorized officer. If shares held in the name of two or more
persons all should sign.
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