<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 240.14a-11(c) or 240.14a-12
NORD RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(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)(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:
------------------------------------------------------------------------
<PAGE>
[LOGO] NORD RESOURCES CORPORATION
8150 Washington Village Drive
Dayton, Ohio 45458
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 18, 1997
To the Stockholders of
NORD RESOURCES CORPORATION:
The 1997 Annual Meeting of stockholders of Nord Resources Corporation
(the "Corporation") will be held at the New York Palace, 455 Madison Avenue, New
York, New York, on June 18, 1997 at 10:00 a.m. for the purpose of considering
and voting upon the:
1. Election of seven directors for a one year term and
2. Transaction of such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on April 21, 1997 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
Dayton, Ohio
April 25, 1997
<PAGE>
NORD RESOURCES CORPORATION
8150 Washington Village Drive, Dayton, Ohio 45458
PROXY STATEMENT
For the Annual Meeting of Stockholders
GENERAL INFORMATION
This Proxy Statement is furnished to the stockholders of Nord Resources
Corporation (the "Corporation") in connection with the solicitation by its Board
of Directors (the "Board") of proxies in the accompanying form to be used at the
Annual Meeting of stockholders (the "Meeting") to be held on June 18, 1997 and
any adjournments thereof. The Corporation has one class of shares outstanding,
namely common shares, of which there were 21,838,408 outstanding as of the close
of business on April 21, 1997, which date has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
Meeting. Each share is entitled to one vote and cumulative voting is not
permitted. Shares cannot be voted at the Meeting unless the stockholder is
present in person or represented by proxy. 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 Meeting, for a period of 10 days
prior to the Meeting, during normal business hours at the offices of Spitzer &
Feldman P.C., 405 Park Avenue, 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 Meeting.
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 accompanying proxy card, 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. An affirmative vote of a majority of the shares present and voting at
the Meeting is required for the election of directors and for the transaction of
any other business.
This Proxy Statement and the accompanying proxy card were first mailed to
stockholders on or about April 29, 1997.
1
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth the only persons known by the Board to be
beneficial owners of more than 5% of the outstanding shares of Common Stock of
the Corporation:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AS OF
APRIL 21, 1997
NAME AND ADDRESS OF ------------------------
BENEFICIAL OWNER NUMBER % OF CLASS
--------------------------------------------- ------------ ----------
<S> <C> <C>
MIL (Investments) S.A.
Boulevard Royal 25B
L-2449
Luxembourg, Luxembourg 6,000,000(1) 27.5%
</TABLE>
(1) MIL (Investments) S.A. ("MIL") acquired 3,160,000 shares from the
Corporation pursuant to a Stock Purchase and Sale Agreement dated April 15,
1996, 840,000 shares in a Loan Conversion on June 4, 1996 and 2,000,000
shares in a Stock Purchase and Sale Agreement dated October 2, 1996. The
transactions were private placements in reliance upon the transaction "safe
harbor" afforded by Regulation S, as promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
ITEM 1 - ELECTION OF DIRECTORS
Seven directors are to be elected to hold office until the next annual
meeting and until their successors are elected and qualified. The Board has
nominated for election as directors the seven 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.
In connection with various agreements with MIL, the size of the Board is
required to be seven (7) members. MIL has the right to designate three (3)
nominees to the Board (the "MIL Nominees") and the Board (excluding the MIL
Nominees) has the right to designate the remaining four (4) nominees. MIL is
obligated to vote its shares for the four Board nominees through and including
voting at the annual meeting to be held in 1999. The Corporation has agreed to
nominate and use its best efforts to obtain the election of the MIL Nominees at
each annual or special meeting of stockholders called for the purpose of filling
positions on the Board through and including the annual meeting to be held in
1999. Such actions shall include, without limitation, soliciting persons for the
election of directors (including the MIL Nominees) and recommending the MIL
Nominees for election to the Board in the same manner as all other nominees of
the Board for election as directors. If any MIL Nominee shall resign, be removed
or be unable to serve for any reason prior to the expiration of such MIL
Nominee's term as a director, MIL is required to notify the Board of a
replacement MIL Nominee and the Board is required to take all action necessary
to cause such replacement MIL Nominee to be elected or appointed to fill the
unexpired term of the withdrawing MIL Nominee. In addition, the size of the
Board cannot be increased or decreased without the approval of at least two (2)
of the MIL Nominees.
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 and
employed by the Corporation on April 25, 1997.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AS OF
APRIL 21, 1997(1)
DIRECTOR ---------------------------
NOMINEES FOR ELECTION OF DIRECTORS AGE SINCE NUMBER % OF CLASS
- ---------------------------------------------- --------- ----------- ---------- ---------------
<S> <C> <C> <C> <C>
Max Boulle(9) 44 1996 7,500(3) (2)
W. Pierce Carson 54 1994 41,040(4) (2)
Edgar F. Cruft 64 1971 307,296(5) 1.4%
Marc Franklin(9) 40 1996 7,500(3) (2)
Terence H. Lang 60 1978 179,633(6) (2)
Leonard Lichter 69 1974 25,750(7) (2)
Alan B. McKerron(9) 60 1996 --
<CAPTION>
OTHER NAMED EXECUTIVE OFFICER
- ----------------------------------------------
<S> <C> <C> <C> <C>
Karl A. Frydryk 42 127,774(8) (2)
All nominees for election of directors and
other named executive officeras a group (8
persons) 696,493(10) 3.1%
</TABLE>
(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 21, 1997. 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 21, 1997.
(2) Represents less than 1% of the shares outstanding.
(3) Consists of options to purchase shares.
(4) Includes options to purchase 15,000 shares.
(5) Includes options to purchase 196,525 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 162,775 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 125,591 shares.
(9) Director is a MIL Nominee. MIL is indirectly 100% owned by Jean-Raymond
Boulle. Max Boulle is the brother of Jean-Raymond Boulle. There is no
family relationship between Marc Franklin or Alan McKerron and Jean-Raymond
Boulle. MIL, as of April 21, 1997, beneficially owned 6,000,000 shares of
Common Stock of the Corporation, which amount represents 27.5% of the
issued and outstanding shares of Common Stock.
(10) Includes options to purchase 539,641 shares held by directors and named
executive officer as a group.
3
<PAGE>
NOMINEES FOR ELECTION OF DIRECTORS
Mr. Boulle is an independent investment consultant to MIL. Previously he
was employed by BNP Capital Markets, London, England, as a senior institutional
sales person in European equities. Prior thereto, he worked for several
international trading companies with responsibilities ranging from trading
commodities to negotiating and closing trading contracts between American and
Russian companies. Mr. Boulle graduated from Oxford Brooks University, Oxford,
England in 1975. He is a director of Inco Ltd. and a MIL Nominee.
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 thereto, 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, 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. Franklin has been employed since 1975 by J&S Franklin Holdings and
Management Services Ltd., London, England, a manufacturer of military and civil
equipment, and has served as a director and has been a shareholder of such
corporation since 1977. Mr. Franklin is a MIL Nominee.
Mr. Lang has served as senior vice president-finance and treasurer since
joining the Corporation in 1978. Prior thereto, 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 Nord Pacific Limited.
Mr. McKerron was formerly the Chairman of the New Business Division of
the Anglo American Corporation ("Anglo") and was an Executive Director of Anglo
from 1991 until his retirement in 1996. He was employed with Anglo in various
positions since 1958. Mr. McKerron is a MIL Nominee.
OTHER NAMED EXECUTIVE OFFICER
Mr. Frydryk, CPA, has served as vice president-controller since joining
the Corporation in 1984 and as secretary of the Corporation since 1987. Prior
thereto, he had 8 years experience in auditing and financial advisory services
while working for Touche Ross & Co. (now Deloitte & Touche LLP), an
international accounting firm.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board held five meetings during 1996 and each current director
attended at least 75% of the meetings of the Board and the Committees on which
he served, except for Messrs. Boulle and Franklin who were absent for one
non-regular Board meeting.
The Corporation has an Audit Committee and a Compensation Committee but
does not have a Standing Nominating Committee.
4
<PAGE>
The member of the Audit Committee in 1996 was Mr. Lichter. 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 1996.
The members of the Compensation Committee in 1996 were Dr. Carson and Mr.
Lichter. The Compensation Committee is responsible for approving and reporting
to the Board on the annual compensation for all officers. 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 two meetings in 1996.
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.
The Corporation has 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, a qualifying director who has served as a
director for 10 years will receive a lifetime payment, beginning at the later of
age 65 or his/her termination 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.
A qualifying director may elect to receive a reduced payment beginning at age
62, provided he/she is not a director at that time. Messrs. Boulle, Franklin and
McKerron are eligible for this program.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Corporation's directors, executive officers and
beneficial 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 beneficial 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, 1996, all filing
requirements under Section 16(a) of the Exchange Act were made by such persons
on a timely basis except for Mr. McKerron, who did not file a Form 3 (an initial
statement of beneficial ownership) on a timely basis.
The Corporation paid $781,000 for legal services to the firm of Spitzer &
Feldman, P.C. in which Leonard Lichter, a director, is a principal, during
Spitzer & Feldman's 1996 fiscal year.
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, 1996 (collectively, "Named Executive Officers") for the fiscal
years ended December 31, 1996, 1995 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ---------------
COMPENSATION(5) SECURITIES
-------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(2) COMPENSATION(3)
- ------------------------------------- --------- --------- --------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Edgar F. Cruft(1) 1996 $ 576,874 33,750(4) $ 25,379
Chairman, President & CEO 1995 $ 576,214 17,775(4) $ 25,745
1994 $ 547,932 $ 5,431
Terence H. Lang 1996 $ 261,555 $ 5,709
Sr. Vice President-Finance
Treasurer 1995 $ 261,555 17,775(4) $ 4,952
1994 $ 249,100 $ 4,952
William W. Wilcox(6) 1996 $ 168,000 10,000 $ 5,960
Vice President-Sales & Marketing 1995 $ 168,000 7,000 $ 5,713
1994 $ 159,862 7,000 $ 4,586
Karl A. Frydryk 1996 $ 148,837 17,000 $ 5,071
Vice President-Controller &
Secretary 1995 $ 147,000 $ 5,000 30,000 $ 5,028
1994 $ 140,000 $ 8,000 25,000 $ 4,920
James T. Booth(6) 1996 $ 125,000 10,000 $ 5,370
President-Nord Kaolin Company 1995 $ 125,000 10,000 $ 5,096
1994 $ 110,000 7,000 $ 4,539
</TABLE>
(1) Includes salary earned for 1996 ($166,810), 1995 ($158,840) and 1994
($150,432) as chairman and CEO of Nord Pacific Limited, a 35%-owned
affiliate of the Corporation.
(2) Number of shares subject to options granted under stock option plans for the
periods presented.
(3) Included in "All Other Compensation" for 1996 are (1) matching contributions
under a 401(k) Retirement and Savings Plan for Dr. Cruft - $24,921,
(including $20,820 matched by Nord Pacific Limited under its plan), Mr. Lang
- $4,750, Mr. Wilcox -$4,750, Mr. Frydryk - $4,383 and Mr. Booth - $3,750,
and (2) the dollar value of life insurance premiums paid by the Corporation
with respect to term life insurance benefits for Dr. Cruft - $458, Mr. Lang
- $959, Mr. Wilcox - $1,210, Mr. Frydryk - $688 and Mr. Booth - $1,620.
(4) Replaced expired option for identical number of shares and exercise price.
(5) Non-cash benefits for each of the Named Executive Officers were less than
10% of their aggregate compensation.
(6) On April 23, 1997, the Corporation sold the operating assets of its 80%
owned subsidiary, Nord Kaolin Company. As of that date, Messrs. Booth and
Wilcox ceased being employed by the Corporation.
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 6.07% in 1996). The
largest amount of indebtedness outstanding during 1995 and the amount currently
outstanding 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 1996
The following table presents information concerning options granted in
1996 to Named Executive Officers under the Corporation's employee option plans.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM(6)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -------------------------------
NAME GRANTED 1996(4) PRICE(5) DATE 5% 10% 0%
- ------------------- ----------- ------------- ----------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Edgar F. Cruft 33,750(2) 18.8% $ 4.88 10/25/98 $ 44,771 $ 65,180 $25,313(7)
William W. Wilcox 10,000(3) 5.6% $ 2.25 02/21/06 $ 14,150 $ 35,859 N/A
Karl A. Frydryk 17,000(3) 9.5% $ 2.25 02/21/06 $ 24,055 $ 60,961 N/A
James T. Booth 10,000(3) 5.6% $ 2.25 02/21/06 $ 14,150 $ 35,859 N/A
</TABLE>
(1) All options are exercisable at April 21, 1997 unless otherwise noted.
(2) Replaced expired option for identical number of shares and exercise price.
(3) Option became exercisable on February 21, 1997.
(4) The Corporation granted employees options to purchase 179,730 shares in
1996.
(5) Exercise price is equal to market price at date of grant, other than the
replacement grant noted in 2 above.
(6) Dollar amounts under these columns are the result of calculations based on
assumed annualized rates of stock appreciation 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.
(7) Calculated at the difference between market price at date of grant ($5.63)
and exercise price.
AGGREGATED OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES
The following table presents information concerning options exercised
during 1996 by the Named Executive Officers and the value of their respective
unexercised options at December31, 1996.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE(1) OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED OPTIONS THE-MONEY OPTIONS
SHARES AT DECEMBER31, 1996 AT DECEMBER31, 1996
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ----------------------- ------------- ----------- ------------------- -------------------
<S> <C> <C> <C> <C>
Edgar F. Cruft None N/A 196,525 $ 0
-- N/A
Terence H. Lang None N/A 162,775 $ 0
-- N/A
William W. Wilcox None N/A 77,310 $ 0
10,000 $21,500
Karl A. Frydryk None N/A 108,591 $ 15,938
24,500 $52,063
James T. Booth None N/A 58,950 $ 0
10,000 $21,250
</TABLE>
(1) Based on closing sale price of $4 for the Corporation's Common Stock on
December31, 1996 on the New York Stock Exchange Composite Tape.
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>
$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, 1996, Dr. Cruft had over twenty
years of service and Mr. Lang had eighteen years of service. Under an amendment
to the above retirement agreements, Dr. Cruft and Mr. Lang are able to receive
certain lump sum distributions from the Corporation for the above annual
payments. Either executive may request a lump sum distribution of up to 88% of
the present value of the annual payments (calculated using specified actuarial
assumptions as to life expectance and discount rates), limited to the amount
available in the non-qualified trust accounts established for each executive. To
the extent that either executive receives a lump sum distribution, the remaining
obligation for annual payments shall be reduced by a percentage equal to the
portion of the present value of the annual payments which have been paid out
plus the 12% differential, divided by the present value of the annual payments
as of the date of the lump sum distribution. Neither executive has requested a
lump sum distribution as of April 25, 1997. At December 31, 1996, the present
value of the annual payments for Dr. Cruft was $3,280,000 and for Mr. Lang was
$1,830,000 and the amount available in the trust accounts was $2,175,000 for Dr.
Cruft and $490,000 for Mr. Lang. Prior to July 31, 1997, the Corporation is
required to fund an additional $650,000 into Dr. Cruft's non-qualified trust
account. 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>
8
<PAGE>
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 1.5% 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, 1996,
Messrs. Booth, Frydryk and Wilcox had eighteen, twelve and nineteen 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, 1997 or two years after the occurrence of
a change in control prior to December 31, 1997, 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.
9
<PAGE>
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 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 and 1995, his annual salary was increased by 6% and 5%,
respectively to compensate somewhat for inflation since 1989. During 1996, his
salary from the Corporation decreased by 2% which equalled the salary increase
he received as chairman of Nord Pacific Limited.
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
10
<PAGE>
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.
(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 $9,500 in 1996. 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.
COMPENSATION COMMITTEE
Leonard Lichter, Chairman
W. Pierce Carson
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Dr. Carson and Mr. Lichter.
Mr. Lichter, Chairman of the Compensation Committee, is a principal in the firm
of Spitzer & Feldman P.C., which firm provides legal services to the
Corporation. Dr. Carson served as officer of the Corporation from 1980 through
March 1990, at which time he was named, and continues to serve as, president and
a director of Nord Pacific Limited, a company which is 35% owned by the
Corporation. Dr. Cruft is a director, chairman and member of the compensation
committee of Nord Pacific Limited. Mr. Lang is a director, vice-president and
treasurer of Nord Pacific Limited.
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, 1991 in the Corporation's Common Stock and in each of the indices
and any dividends were reinvested.
A table of the graph is as follows:
<TABLE>
<CAPTION>
DOW JONES DOW JONES NORD
VALUE AS OF MINING EQUITY MARKET RESOURCES
DECEMBER 31 INDEX INDEX CORPORATION
- --------------- ----------- --------------- -------------
<S> <C> <C> <C>
1991 $ 100.00 $ 100.00 $ 100.00
1992 $ 96.46 $ 108.61 $ 108.89
1993 $ 113.87 $ 119.41 $ 86.67
1994 $ 112.32 $ 120.33 $ 113.33
1995 $ 138.60 $ 166.50 $ 40.00
1996 $ 140.49 $ 205.54 $ 77.78
</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, 1997. 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
12
<PAGE>
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.
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 1996 (INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO),
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND/OR THE CORPORATION'S
1996 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 1998 annual meeting must be received by the Corporation
at the address noted immediately above, to the attention of Karl A. Frydryk,
Secretary, on or before December 26, 1997, in order to be eligible for such
inclusion.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation's 1996 Annual Report to Stockholders ("Annual Report"),
which is filed with the Securities and Exchange Commission and which is
delivered concurrently with this Proxy Statement, is incorporated herein by
reference. Stockholders are urged to review carefully the financial information
contained in the Annual Report.
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.
Dayton, Ohio
April 25, 1997
13
<PAGE>
[LOGO]
NORD RESOURCES CORPORATION
8150 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45458
<PAGE>
PROXY CARD
NORD RESOURCES CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JUNE 18, 1997
The undersigned hereby appoints Edgar F. Cruft and Karl A. Frydryk,
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)
__________________________________________
/X/ Please mark your
votes as in this
example.
1. Election of Nominees For Against Nominees:
/ / / / Max Boulle
W. Pierce Carson
Edgar F. Cruft
Marc Franklin
For, except vote withheld from the following nominee(s): Terence H. Lang
Leonard Lichter
___________________________________________ Alan McKerron
2. The transaction of such other business as may 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.
SIGNATURES_______________________________________________DATE______________
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.
