SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12
LEADVILLE MINING & MILLING 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>
LEADVILLE MINING & MILLING CORPORATION
700 CARR STREET
LAKEWOOD, COLORADO 80215
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
MARCH 30, 1999
The following instructions concerning the enclosed Proxy and the matters to be
acted upon at the Annual Meeting of Shareholders of Leadville Mining & Milling
Corporation (the "Corporation") of record as of February 16, 1999 to be held at
Harry's at Hanover Square Restaurant, 1 Hanover Square, New York, New York 10005
at 6 p.m. (Eastern Standard Time) on Tuesday, March 30, 1999 is submitted to the
Shareholders for their information.
The approximate date of mailing of this solicitation is February 19, 1999
SOLICITATION OF AND POWER TO REVOKE PROXY
Solicitation of the enclosed Proxy is being made on behalf of the Corporation's
Board of Directors, which has designated the nominees for Directors listed
below. Supplementary solicitation may be made by mail, telegraph, telephone or
interview by officers and employees of the Corporation, the cost of which will
be nominal. The Corporation will bear the entire cost of the solicitation of
Proxies, including the charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of stock. Legal and
accounting fees in connection with the preparation of this proxy are normally
covered by the Company's arrangements with legal counsel and the auditors for
preparation of annual reports and proxies for election of directors and
selection of auditors. A Shareholder executing and delivering a Proxy has power
to revoke the same and the authority given thereby at any time prior to the
exercise of such authority, if he so elects, by notification to the Secretary of
the Corporation prior to the Annual Meeting or by Notice to the Inspectors of
Election at the Annual Meeting.
PROPOSAL OF SECURITY HOLDERS
A Shareholder of record may present a proposal for action at the next Annual
Meeting of Shareholders provided that the Corporation receives such proposal at
its executive office no later than October 29, 1999. Upon receipt of such
proposal, the Corporation shall set forth the proposal in its Proxy Statement
for that meeting. The proponent may submit a maximum of one (1) proposal of not
more than five hundred (500) words for inclusion in the Corporation's proxy
materials for a meeting of security
<PAGE>
holders. At the next Annual Meeting, management proxies will have discretionary
authority to vote on stockholder proposals that are not submitted for inclusion
in the Corporation's proxy statement unless received by the Corporation before
January 12, 2000.
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
It is proposed at the Meeting to elect five (5) Directors to constitute the
Board of Directors, who are to serve until the next Annual Meeting of
Shareholders, or until a successor shall be elected.
The information set forth below is submitted with respect to the nominees for
the Board of Directors for whom it is intended that the Proxies will be voted.
Served as a
Nominee Director Since
- --------------------------------------------------------------------------------
Donald Wilson President, Director 1983
Mining Consultant
Contractor
Gifford A. Dieterle Treasurer, Secretary 1983
& Chairman of Board
of Directors
Geological Consultant
Horst Scherp Geologist, Professor 1995
Director, Retired
Robert N. Roningen Officer & Director 1992
Attorney at Law
Geologist
Jack Everett Director 1995
Consulting Geologist
All of the above nominees currently are members of the Board of Directors. The
Corporation has no reason to believe that any of the nominees will be unable to
serve. If any such nominees are unable to serve, it is the intention of the
persons named in the enclosed Proxy to vote shares represented by Proxies
received by them in favor of such other person as the Board of Directors of the
Corporation may, at any time, recommend. The Corporation does not have any
standing nominating or compensation committees of the Board of Directors or any
committees performing similar function. The Board of Directors held 15 regular
and special meetings during the past fiscal year. All of the incumbent Directors
voted at each of the meetings of the Board of Directors that were held during
the past fiscal year.
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<PAGE>
Set forth below is a description of the backgrounds of each of the Directors of
the Company.
DONALD W. WILSON, President and Director. His highest educational degree is a
High School diploma obtained from Leadville High School in Leadville, Colorado
in 1949. He additionally attended the Colorado School of Mines in 1969 on a
non-matriculating basis, where he took courses in geology, surveying, mapping,
and mathematics. He did not graduate and therefore did not obtain a degree. His
employment history since 1977 consists of the following: From May 1983 until the
present, he has been President of the Company. From January 1981 to May 1983, he
was mine and mill manager of the Franklin Mine, a gold mine in Colorado that is
owned by Franklin Consolidated Mining Company. From 1979 to 1980, he was
employed by M.S.T. Company - Rio Blanco Oil Shale Corporation as a project
engineer. From 1977 to 1979, he was employed by United Nuclear-Homestake
Partnership, Inc., Grants, and New Mexico as a superintendent of shaft sinking
operation.
GIFFORD A. DIETERLE, Executive Vice-President, Treasurer and Chairman of the
Board of Directors of the Company. His highest educational degree is a M.S. in
Geology obtained from New York University. From 1977 until July 1993, he was
Chairman, Treasurer, and Executive Vice-President of Franklin Consolidated
Mining Company. From 1965 to 1987, he was lecturer in geology at the City
University of N.Y. (Hunter Division). Since 1962, he has been a consulting
geologist engaged in the geological evaluation of oil and mineral properties.
From 1978 until 1997 he was a registered representative with Datek Securities.
ROBERT RONINGEN, Vice President-Operations and a director, has, for more than
the past five years, been engaged in the practice of law as a sole practitioner
and is a self-employed consultant geophysicist in Duluth, Minnesota. From 1988
to August 1993, he was an officer and director of Franklin Consolidated Mining
Company, Inc. He graduated from the University of Minnesota in 1957 with a B.A.
in geology and in 1962 with a degree in Law.
HORST SCHERP, a director, has been an Associate Professor of Geology at Hunter
College of the City of New York since 1963. From 1980 to 1987, he was a Director
and geologist for Jeger Oil Corporation Mr. Scherp received a Ph.D. in geology
from the University of Gottingen, Germany, in 1959.
JACK V. EVERETT, a director, has been a consulting mining geologist for 25
years, with expertise in all phases of exploration for base and precious metals.
Following his 1947 graduation from Michigan State University, he was District
Geologist for Pickands Mather & Company on the Cuyuna Iron Range, Minnesota.
From 1951 to 1970, he was Chief Geologist and Exploration Manager for W.S. Moore
Company, Duluth, Minnesota, an iron mining company with gold and base metal
sulfide holdings in the U.S. and Canada.
The Board of Directors recommends that you vote FOR all nominees for the Board
of Directors.
3
<PAGE>
QUORUM AND VOTE REQUIRED
The presence at the Annual Meeting, whether in person or by proxy, of the
holders of at least a majority of the outstanding shares of Voting Stock
entitled to vote thereat constitutes a quorum for the transaction of business.
For purposes of the quorum and the discussion below regarding the votes
necessary to take stockholder action, Stockholders of record who are present at
the meeting in person or by proxy and who abstain, including brokers holding
customers' shares of record who cause abstentions to be recorded at the meeting,
are considered Stockholders who are present and entitled to vote and they count
toward the quorum.
Brokers holding shares of record for customers generally are not entitled to
vote on certain matters unless they receive voting instructions from their
customers. As used herein, "uninstructed shares" means shares held by a broker
who has not received instructions from its customers on such matters and the
broker has so notified the Corporation on a proxy form in accordance with
industry practice or has otherwise advised the Corporation that it lacks voting
authority. As used herein, "broker non-votes," means the votes that could have
been cast on the matter in question by brokers with respect to uninstructed
shares if the brokers had received their customers' instructions.
Election of Directors. Directors are elected by a plurality vote and the five
nominees who receive the most votes will be elected. In the election of
Directors, votes may be cast in favor of or withheld with respect to each
nominee. Abstentions and broker non-votes will not be taken into account in
determining the outcome of the election.
Approval of Auditors. To be approved, this matter must receive the affirmative
vote of the majority of the shares present or by proxy at the Annual Meeting and
entitled to vote. Uninstructed shares are entitled to vote on this matter.
Therefore, abstentions and broker non-votes have the effect of negative votes.
CAPITAL STOCK
The outstanding Capital Stock on February 16, 1999, the record date, was
16,229,276 new shares and 29,044,671 old shares of Common Stock owned by
Stockholders. Stockholders of record as of February 16, 1999 will be entitled to
one (1) vote for each share of such stock registered in their respective names
at the close of business on the aforesaid record date. Cumulative voting in the
election as Directors is not permitted. The present officers, who hold more than
ten (10) percent of the outstanding stock, intend to vote for the slate of
Directors and the selection of the independent auditors. Their votes may be
decisive on these issues.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the number of shares
of Common Stock beneficially owned as of February 16, 1999, by (1) all holders
of shares of Common Stock known by the Company to own beneficially more than 5%
of the outstanding shares of any class of the Voting Stock, (2) the Executive
Officers and Directors of the Company and (3) all Directors and Officers of the
Company as a group.
4
<PAGE>
<TABLE>
<CAPTION>
Name of Amount & Nature
Beneficial of Beneficial Approximate
Title of Class Owner Ownership 2/16/99(1) Percentage(2)(3)
-------------- ---------- -------------------- ----------------
<S> <C> <C> <C>
Common Stock Donald W. Wilson 1,440,019(2) 7.9%
Common Stock Gifford A. Dieterle 1,543,157(2)(3) 8.6%
Common Stock Jack Everett 225,000(2) 1.3%
Common Stock Robert Roningen 800,000(2)(4) 4.5%
Common Stock Horst Scherp 25,000(2) *
Common Stock Richard Shevchenko 894,849(5) 5.1%
All Officers and
Directors as a
Group (5) 4,033,1766(2)(3)(4) 20.7%
</TABLE>
- ----------
* Less than one percent.
(1) Based upon 16,229,276 new shares and 29,044,671 old shares issued and
outstanding as of February 16, 1999
(2) For Messrs. Wilson, Dieterle, Everett, Roningen, and Scherp includes,
respectively, 700,000 shares, 553,270 shares, 225,000 shares, 500,000
shares and 20,00 shares issuable upon exercise of options and/or warrants.
(3) Includes shares owned by Mr. Dieterle's wife.
(4) Includes shares owned by Mr. Roningen's wife and children.
(5) Includes shares owned by Mr. Shevchenko's wife and children.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective April 11, 1997, the Company reverse split its outstanding shares of
Common Stock on a one-for-ten basis and adjusted the terms of all-outstanding
options and warrants accordingly. Unless the context specifically indicates
otherwise, all references herein to Shares, options and warrants have been
adjusted to take into account the reverse split.
On June 5, 1998, the Company issued the following options to certain officers
and directors. Donald Wilson - option to purchase 150,000 shares; Gifford
Dieterle - option to purchase 150,000 shares; Robert Roningen option to purchase
150,000 shares; Jack Everett -option to purchase 150,000 shares; Horst Scherp -
option to purchase 10,000 shares. All options granted on that date expire on
June 5, 2001 and are exercisable at $.22 per share.
5
<PAGE>
On April 2, 1997, the Company issued the following options to certain officers
and directors. Donald Wilson - option to purchase 350,000 shares; Gifford
Dieterle - option to purchase 350,000 shares; Robert Roningen option to purchase
350,000 shares; Jack Everett -option to purchase 50,000 shares; Horst Scherp -
option to purchase 10,000 shares. All options granted on that date expire on
April 2, 2001 exercisable at $.35 per share (reduced to $.10 per share).
On January 5, 1996, the Company issued the following options to certain officers
and directors. Donald Wilson - option to purchase 200,000 shares; Gifford
Dieterle - option to purchase 220,000 shares; Robert Roningen - option to
purchase 150,000 shares; Jack Everett - option to purchase 25,000 shares; Horst
Scherp - option to purchase 5,000 shares. All options granted and which expired
on January 5, 1998 were extended to January 5, 2001 exercisable at $.10 per
share.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, based solely on a review of such materials as are
required by the Securities and Exchange Commission, no officer, director or
beneficial holder of more than ten percent of the Company's issued and
outstanding shares of Common Stock failed to timely file with the Securities and
Exchange Commission any form or report required to be so filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year
ended July 31, 1998, except that Gifford A. Dieterle, Donald W. Wilson, Robert
Roningen, Horst Scherp and Jack V. Everett each failed to file one report
concerning one transaction.
REMUNERATION OF DIRECTORS AND OFFICERS
The following table shows all the cash compensation paid or to be paid by the
Company or any of its subsidiaries, as well as certain other compensation paid
or accrued, during the fiscal years indicated, to the Chief Executive Officer
for such period in all capacities in which he served. No Executive Officer
received total annual salary and bonus in excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------------------
Annual Compensation Awards Payouts
--------------------------------------- ------------------- ---------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
--- --- --- --- --- --- --- --- ---
Other Restrict- All Other
Annual ed Stock LTIP Compensa
Name and Principal Compen- Award Options Payouts -tion
Position Year Salary ($) sation($) ($) SARs ($) (i)
-------- ---- ------ --- --------- --- ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald W. Wilson 1998 63,320 -0- -0- -0- 150,000 -0- -0-
Chief Executive 1997 54,586 -0- -0- -0- 350,000 -0- -0-
Officer 1996 54,023 -0- -0- -0- 200,000 -0- -0-
</TABLE>
The following table sets forth information with respect to the Company's
Executive Officers concerning the grants of options and Stock Appreciation
Rights ("SAR") during the past fiscal year:
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<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
- --------------------------------------------------------------------------------------------------
Percent of Total
Options/SARs
Options/ Granted to
SARs Employed in Exercise or Base Expiration
Name Granted Fiscal Year Price ($/SH) Date
---- ------- ----------- ------------ ----
<S> <C> <C> <C> <C>
Donald W. Wilson 150,000 24.6% $.22 June 5, 2001
Gifford Dieterle 150,000 24.6% $.22 June 5, 2001
Robert Roningen 150,000 24.6% $.22 June 5, 2001
Jack Everett 150,000 24.6% $.22 June 5, 2001
Horst Scherp 10,000 1.6% $.22 June 5, 2001
</TABLE>
The following table sets forth information with respect to the Company's
Executive Officers concerning exercise of options during the last fiscal year
and unexercised options and SARs held as of the end of the fiscal year:
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
- -------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Option/SARs
Shares at FY-End(#) at FY-End(#)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable Unexercisable
---- ------------ -------- ------------- -------------
<S> <C> <C> <C> <C>
Donald W. Wilson -0- -0- 700,000 --
Gifford Dieterle -0- -0- 553,270 --
Robert Roningen -0- -0- 500,000 --
Jack Everett -0- -0- 225,000 --
Horst Scherp -0- -0- 20,000 10,000
</TABLE>
The following table sets forth information with respect to the Executive
Officers concerning awards under long term incentive plans during the last
fiscal year:
<TABLE>
<CAPTION>
Estimated Future Payouts under Non-Stock
Price Based Plans
(a) (b) (c) (d) (e) (f)
--------------------------------------------
Performance
Number of or Other
Shares, Units Period Until
or Other Maturation or threshold Target Maximum
Name Rights(#) Payout ($ or #) ($ or #) ($ or #)
---- --------- ------ -------- -------- --------
<S> <C> <C> <C> <C> <C>
Donald W. Wilson -0-
Gifford Dieterle -0-
Robert Roningen -0-
Jack. Everett -0-
Horst Scherp -0-
</TABLE>
DEFERRED COMPENSATION PLAN
During the past five- (5) years the Corporation has not adopted any deferred
compensation, pension bonus or profit sharing plans or other incentive plans for
the benefit of any Officer or Director.
7
<PAGE>
PENSION PLAN
The Corporation has no Pension Plan for its managerial and clerical non-union
employees.
COMPANY'S STOCK OPTION PLAN
The Company has no Qualified Stock Option Plans.
SELECTION OF AUDITORS
The Board of Directors has appointed Wolinetz, Gottlieb & Lafazan, P.C.,
Rockville Centre, New York, to serve as the Company's independent public
accountants for the fiscal year ending July 31, 1999, subject to approval of the
stockholders. Wolinetz, Gottlieb & Lafazan, P.C. examined the Company's
consolidated financial statements for the fiscal year ended July 31, 1998 and is
considered well qualified.
A representative from Wolinetz, Gottlieb & Lafazan, P.C. will not be present at
the Stockholders' Annual Meeting.
The Board of Directors recommends that you vote FOR the approval of Wolinetz,
Gottlieb & Lafazan, P.C. as the Company's independent public accountants.
GENERAL
As of the date of the Proxy Statement, there is no matter, so far as in now
known to the management of the Corporation, to be acted on at the Meeting other
than as expressly set forth in the Notice of Meeting. It is intended, however,
if other matters come up for action at said meeting or an adjournment thereof
that the persons named in the enclosed form of Proxy, shall, in accordance with
the terms of the proxy, have authority in their discretion to vote shares
represented by Proxies received by them, in regard to such other matters, as
seems to said persons in the best interest of the Corporation and its
Shareholders.
All shares represented by Proxies in the form enclosed herewith will be voted at
said meeting and adjournments thereof in accordance with the terms of such
proxies and their pertinent statements included in this Proxy Statement relative
to the exercise of the powers granted by said Proxies, provided such Proxies
appear to be valid and to have been executed by Stockholders of record entitled
to vote thereof and have not been previously revoked.
Dated: BY ORDER OF THE BOARD OF DIRECTORS,
February 19, 1999
/s/ GIFFORD A DIETERLE
Gifford A. Dieterle
Chairman of the Board,
Secretary and Treasurer
8
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF LEADVILLE MINING & MILLING CORPORATION
NOTICE IS HEREBY GIVEN that the annual meeting of Stockholders of Leadville
Mining & Milling Corporation will be held at Harry's at Hanover Square
Restaurant, 1 Hanover Square, New York, New York 10005 on Tuesday, March 30,
1999 at 6 p.m. for the following purposes:
1. To elect 5 directors - Donald Wilson, Gifford A. Dieterle, Robert
Roningen, Jack Everett and Horst Scherp.
2. To appoint Wolinetz, Gottlieb & Lafazan, P.C. as Independent Auditors
for the coming year.
3. To transmit any other business as may come before the meeting or any
adjournment thereof.
The close of business on February 16, 1999 has been fixed as the date of record
for determining stockholders entitled to receive notice of and to vote at the
Annual Meeting of Stockholders or any adjournment thereof.
All Stockholders are respectfully urged to attend this meeting.
If you do not expect to attend the meeting in person, please sign and date the
Proxy, detach and mail promptly to the Company's office.
Dated: February 19, 1999 By Order of the Board of Directors
/s/ GIFFORD A. DIETERLE
Secretary
- --------------------------------------------------------------------------------
Tear along dotted line
LEADVILLE MINING & MILLING CORPORATION
PROXY SOLICITED BY MANAGEMENT
Annual Meeting of Stockholders
The undersigned hereby appoints Robert Roningen the true and lawful attorney of
the undersigned, with power of substitution to vote as proxies for the
undersigned at the Annual Meeting of Stockholders of Leadville Mining & Milling
Corporation, to be held on Tuesday, March 30, 1999 at 6 p.m. at Harry's at
Hanover Square Restaurant, 1 Hanover Square, New York, New York 10005 and at any
and all adjournments thereof, according to the number of shares which the
undersigned would be entitled to vote if then personally presented for the
following purposes:
1. Proposal to elect Donald Wilson, Gifford A. Dieterle, Robert Roningen,
Jack Everett, Horst Scherp, as directors until the next Annual Meeting
or until their successors have been duly qualified and elected.
________ FOR all nominees listed above _______WITHHOLD AUTHORITY
(Except as marked to the contrary below) to vote for all nominees listed above
________________________________________________________________________________
(Instruction: to withhold authority to vote for any individual nominee writes
that nominee's name in the space provided above)
2. Appointment of Wolinetz, Gottlieb & Lafazan P.C., CPA as independent
auditors for the coming year.
FOR ___ AGAINST ___ ABSTAIN ___
This proxy is solicited on behalf of management and if received prior to the
meeting, properly executed, it will be voted. If not otherwise specified, this
proxy will be voted "For" 1, 2 and 3.
Receipt is acknowledged of the accompanying Notice of Annual Meeting and Proxy
Statement.
Please advise if you are attending Yes ___ No ___ No. of Shares ______
Return to Company:
_____________________ __________
LEADVILLE MINING & MILLING CORPORATION Please Print Your Name Date
76 Beaver Street - Suite 500
New York City, New York 10005
________________________________________
Please sign exactly as your name appears
hereon including representative capacity
joint owners should both sign.
