<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
KAISER VENTURES INC.
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
KAISER VENTURES INC.
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 23, 1997
TO THE STOCKHOLDERS OF KAISER VENTURES INC.:
Notice is hereby given that the Annual Meeting of Stockholders of Kaiser
Ventures Inc. will be held at the Ontario Hilton, located at 700 North Haven
Avenue, Ontario, California, on Monday, June 23, 1997, beginning at 9:00 a.m.,
local time, for the following purposes:
1. To elect nine directors to serve for the ensuing year and until their
successors are elected.
2. To transact such other business as may properly come before the meeting and
any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business as of April 25,
1997, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting.
All stockholders are cordially invited to attend the meeting. However, to
ensure your representation at the meeting, you are urged to mark, sign and
return the enclosed proxy card as promptly as possible in the enclosed postage-
prepaid envelope.
Accompanying this Annual Meeting Notice are a Proxy Statement and Form of
Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Terry L. Cook
Terry L. Cook
Secretary
Ontario, California
May 6, 1997
TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY ON THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND IN
PERSON. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
IN PERSON IF THEY DESIRE.
<PAGE>
KAISER VENTURES INC.
3633 East Inland Empire Boulevard, Suite 850
Ontario, CA 91764
(909) 483-8500
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of Kaiser Ventures Inc. (the "Company" or "Kaiser")
from the holders of common stock of proxies in the accompanying form to be voted
at the Annual Meeting of Stockholders to be held on June 23, 1997, beginning at
9:00 a.m., local time, and all adjournments thereof. The Annual Meeting will be
held at the Ontario Hilton, located at 700 North Haven Avenue, Ontario,
California. This Proxy Statement is first being sent or given to stockholders
on or about May 6, 1997.
Any stockholder giving a proxy will have the right to revoke it by written
notice to the Company, or by filing with the Company another proxy bearing a
later date, at any time before it is voted at the meeting. A stockholder
wishing to vote in person after giving his or her proxy must first give written
notice of revocation to the Company. All shares represented by valid, unrevoked
proxies will be voted at the meeting, and any adjournment thereof.
The Inspector of Election will treat abstentions and "broker non-votes"
(i.e., shares held by a broker or nominee as to which instructions have not been
received from the beneficial owners or persons entitled to vote) as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum. With respect to the plurality of votes required to elect a director,
broker non-votes will be counted as votes FOR director nominees named herein.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
On April 25, 1997, the Company had outstanding 10,405,629 shares of common
stock, $.03 par value. In addition, 136,919 shares are deemed outstanding for
financial reporting purposes, but have not yet been distributed to the Class 4A
unsecured creditors of the Kaiser Steel Corporation ("KSC") bankruptcy estate.
Each outstanding share (other than shares not yet distributed to Class 4A
unsecured creditors) is entitled to one vote on each matter properly brought
before the meeting.
The following table sets forth, as of April 25, 1997, unless otherwise
noted, the number of shares of the Company's common stock the Company believes
to be owned by (i) each person known by the Company to own of record or
beneficially five percent (5%) or more of such stock; (ii) each director; and
(iii) all officers and directors as a group. The table does not include the
136,919 shares reserved but not yet distributed to the Class 4A unsecured
creditors of KSC, since such shares are not yet deemed outstanding or eligible
to vote for purposes of the Annual Meeting.
1
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
COMMON SHARES ISSUED AND
NAME AND ADDRESS OF BENEFICIALLY OUTSTANDING
BENEFICIAL OWNER OWNED/(1)/ SHARES/(2)/
- ----------------------------------------------------------------------------------------
<S> <C> <C>
New Kaiser Voluntary Employees 3,462,937 33.2%
Beneficiary Association Trust/(3)/
(VEBA)
988 Sierra Avenue, Suite E
Fontana, CA 92335
Pension Benefit Guaranty Corporation/(5)/ 2,100,966 20.1%
(PBGC)
2020 K Street, N.W.
Washington, DC 20006
Dimensional Fund Advisors, Inc./(4)/ 600,700 5.7%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Societe Generale Asset Management Corp./(6)/ 564,000 5.4%
1221 Avenue of the Americas
New York, NY 10020
Richard E. Stoddard, Chairman 368,784 3.5%
Gerald A. Fawcett, President and Chief Operating 129,902 1.2%
Officer
James F. Verhey, Sr. Vice President and CFO 56,696 *
Terry L. Cook, Sr. Vice President and General Counsel 53,446 *
Lee R. Redmond III, Sr. Vice President - Real Estate 36,946 *
Pamela M. Catlett, Vice President - Corporate Relations 25,730 *
Ronald E. Bitonti, Director/(3)/ 12,848 *
Todd G. Cole, Director 16,002 *
Reynold C. MacDonald, Director 16,000 *
William J. Morgan, Director/(5)/ 8,000 *
Charles E. Packard, Director 11,000 *
Thomas S. Rabone, Director/(3)/ 11,284 *
Lyle B. Stevenson, Director/(3)/ 12,100 *
Marshall F. Wallach, Director 16,100 *
All officers and directors as a group 774,838 7.4%
(14 persons)/(1)//(3)/:
- ------------------------------
* Indicates ownership of less than one percent.
</TABLE>
2
<PAGE>
(1) The table above contains options exercisable within 60 days of April 25,
1997 in the following amounts: Richard E. Stoddard - 224,000 shares;
Gerald A. Fawcett - 76,249 shares; James F. Verhey - 45,416 shares; Terry
L. Cook - 45,416 shares; Lee R. Redmond - 30,416 shares; Pamela Catlett -
23,475 shares; Ronald E. Bitonti - 11,000 shares; Todd G. Cole - 12,668
shares; Reynold C. MacDonald - 4,500 shares; William J. Morgan - 8,000
shares; Charles E. Packard - 11,000 shares; Thomas S. Rabone - 11,000
shares; Lyle B. Stevenson - 11,000 shares; Marshall F. Wallach - 11,000
shares; all officers and directors as a group (14 persons) - 525,140
shares.
(2) Does not include 136,919 shares deemed outstanding for financial reporting
purposes, but not yet distributed to the Class 4A unsecured creditors of
the KSC bankruptcy estate.
(3) Messrs. Bitonti, Rabone, and Stevenson are administrative committee members
of the VEBA. The shares held by all officers and directors as a group
exclude shares held by the VEBA.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 600,700 shares of Kaiser
Ventures Inc. stock as of December 31, 1996, all of which shares are held
in portfolios of DFA Investment Dimensions Group Inc., a registered open-
end investment company, or in series of the DFA Investment Trust company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
(5) William J. Morgan is the president, a director and a major shareholder of
Pacholder Associates, Inc., a registered investment advisor. Pacholder
Associates, Inc. has a contract with the Pension Benefit Guaranty
Corporation ("PBGC") pursuant to which it has full and complete investment
discretion with respect to the 2,100,966 shares of the Company's stock
owned by the PBGC, including the power to vote such shares. Such shares are
excluded from the ownership of Mr. Morgan. Similarly, the shares held by
Mr. Morgan are excluded from the number of shares owned by the PBGC.
(6) Societe Generale Asset Management Corp ("Societe"), a registered investment
advisor, is deemed to have beneficial ownership of 564,000 shares of Kaiser
Ventures Inc. stock as of December 31, 1996, 98% of which shares are held
in portfolios of SoGen International Fund, Inc. The other 2% are held in
the portfolios of other investment vehicles for which Societe serves as
investment manager.
3
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A Board of nine directors is to be elected at the meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Board of Directors' nine nominees named below, all of whom are presently
directors of the Company. In the event that any nominee of the Company is
unable or declines to serve as director at the time of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. The term of office of each person
elected as a director will continue until the next annual meeting of
stockholders or until his successor has been elected and qualified.
The nine nominees receiving the greatest numbers of votes at the meeting
will be elected to the nine director positions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE.
---
The nominees of the Board of Directors are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ----------------------- --- ---------------------------
<S> <C> <C>
Richard E. Stoddard 46 Chief Executive Officer and
Chairman of the Board
Ronald E. Bitonti 64 Director
Todd G. Cole 76 Director
Reynold C. MacDonald 78 Director
William J. Morgan 42 Director
Charles E. Packard 53 Director
Thomas S. Rabone 66 Director
Lyle B. Stevenson 69 Director
Marshall F. Wallach 54 Director
</TABLE>
RICHARD E. STODDARD was appointed Chief Executive Officer of the Company in
June, 1988 and continued in such position until January, 1994. He was re-
appointed Chief Executive Officer in January, 1996. Mr. Stoddard has served as
Chairman of the Board of the Company since November, 1988. Prior to joining the
Company in 1988, he was an attorney in private practice in Denver, Colorado.
Mr. Stoddard was an ex-officio member of the board from November, 1988 until his
election as a Director in November, 1991. Mr. Stoddard also serves on the Board
of Directors of Penske Motorsports, Inc. ("PMI"). The Company currently owns
approximately 12.3% of the issued and outstanding shares of PMI's common stock
(see "Related Transactions" below).
RONALD E. BITONTI is Chairman of the Benefits Committee for the VEBA and
was Chairman of the Reorganized Creditors' Committee formed during the Kaiser
Steel Corporation ("KSC") bankruptcy until dissolution of this committee in
1991. From 1985 to 1991, Mr. Bitonti served as International Representative for
the United Steelworkers of America. Mr. Bitonti retired from KSC in 1981 and
has been a director since November, 1991.
4
<PAGE>
TODD G. COLE was Chief Executive Officer of CIT Financial Corporation
before starting his present career as a consultant and corporate director. From
1992 to 1996 he was managing director of SH&E, Inc., the oldest consulting firm
specializing in aviation, in charge of its Miami office. In his consulting role
he served as president and chief financial officer of Frontier Airlines, inc.,
D.I.P. (1986-1989) and vice-chairman of Eastern Air Lines, Inc., D.I.P. (1989-
1991). He serves on the board of directors of Arrow Air, Inc., a certificated
all-cargo airline; DR Structured Finance Corp., a special-purpose financing
entity; NAC Re Corporation, a property and casualty reinsurer; CapMac Holdings,
Inc., a credit enhancement company; Hawaiian Airlines, Inc., a certificated air
carrier; and Delta Life Corporation, which specializes in annuity products. Mr.
Cole has been a director since November, 1989.
REYNOLD C. MACDONALD served as Chairman of the Board for Acme Metals
Company from 1986 until 1992 and continues with Acme as a member of the board
and consultant. From 1983 to 1986, Mr. MacDonald was director of and
consultant to Interlake, Inc., a metals fabrication and materials handling
company. He retired as Chairman and Chief Executive Officer of Interlake in
1983. He is also a director of ARAMARK Group, Inc. Mr. MacDonald has been a
director since November, 1988.
WILLIAM J. MORGAN is the President, a Director and a major shareholder of
Pacholder Associates, Inc. ("PAI "), a registered investment advisor. Mr.
Morgan has been with PAI since 1984. Mr. Morgan also serves on the Board of
Directors of the following public companies: ICO, Inc. (an oil field service
company), USF&G Pacholder Fund, Inc. (a closed end mutual fund), Duckwall-ALCO
Stores, Inc. (a discount retail chain), Smith Corona Corp. (office products
manufacturer), and Premiumware, Inc. (apparel manufacturer). Mr. Morgan is also
the Vice President and a Director of Winton Associates, Inc., a broker/dealer
that is a subsidiary of PAI. Mr. Morgan has been a director of the Company
since September, 1994.
CHARLES E. PACKARD has served since 1986 as a member of the Board of
Directors, Executive Vice President and Chief Financial Officer for the Arnel
Development Company, a real estate investment, development and management
company in Costa Mesa, California. Since 1977, Mr. Packard has also served as
Vice President and Chief Financial Officer of Arnel Financial, where he
supervises the financial and administrative areas of 20 corporate entities,
collectively referred to as "Arnel & Affiliates." Mr. Packard also serves on
the board of directors of several non-profit organizations. Mr. Packard has
been a director since November, 1991.
THOMAS S. RABONE was engaged in public relations with Barclay and
Associates from 1987 to 1993. He is a KSC retiree and a Benefits Committee
member of the VEBA. Mr. Rabone was a member of the Retiree Subcommittee of the
KSC Creditors' Committee. Currently he is a member of the San Bernardino County
School Board of Education. He has been a director since November, 1988.
LYLE B. STEVENSON is Co-Chairman of the Benefits Committee for the VEBA.
He was also a member of the KSC Reorganized Creditor's Committee and the Retiree
Subcommittee of the KSC Creditors' Committee. Mr. Stevenson retired from KSC in
1981 after holding several management positions. He has been a director since
November, 1991.
MARSHALL F. WALLACH has served as President of The Wallach Company, a
Denver, Colorado based investment banking firm, since 1984. Prior to forming
The Wallach Company, Mr. Wallach managed the corporate finance department and
established the mergers and acquisitions department of
5
<PAGE>
Boettcher & Company, a regional investment bank in Denver, Colorado. Mr. Wallach
serves on the boards of several non-profit organizations and privately-owned
corporations. He has been a director since November, 1991.
BOARD AND COMMITTEE MEETINGS
The Board of Directors has established an Audit Committee, a Human
Relations Committee (formerly called the Compensation and Benefits Committee),
and a Finance Committee. Ad hoc committees are established from time-to-time by
the Board.
The Audit Committee, currently composed of Messrs. Packard (Chairman),
MacDonald and Rabone, generally reviews the activities of the Company's
independent accountants and the results of the examination made by these
professionals in connection with the Company's financial statements and a review
of internal accounting controls. The Audit Committee held two meetings in 1996.
The Human Relations Committee, which currently is composed of Messrs.
Stevenson (Chairman), Bitonti, and Cole has general responsibility for all
employee compensation and benefit matters, including recommendations to the full
Board on compensation arrangements of officers and directors, benefit plans and
stock option and other stock related grants. The Human Relations Committee held
three meetings in 1996.
At its June 17, 1996 meeting, the Board of Directors dissolved the Long
Range Planning and Finance Committee and formed a Finance Committee, currently
composed of Messrs. MacDonald, Morgan and Wallach, which held two meetings in
1996.
The Board does not have a standing committee to nominate candidates to the
Board of Directors.
The Board of Directors held four meetings in 1996. All directors of the
Company attended at least 75% of the meetings of the Board and 75% of the
meetings of the committees on which they served during 1996.
DIRECTOR COMPENSATION
Directors who are also employees of the Company receive no fees for serving
as directors. All non-employee directors receive a fee of $750 for each Board
or Committee meeting attended as well as a $10,000 per year retainer. A non-
employee director serving as a Committee Chairman receives an additional $1,000
per year retainer. In accordance with the Bylaws of the Company, director
compensation is established periodically by resolution of the Board of
Directors.
Under the Kaiser Steel Resources, Inc. 1992 Stock Option Plan ("1992
Plan"), each person elected as a director of the Company at the July 13, 1992
Annual Meeting of Stockholders received a non-qualified stock option to purchase
5,000 shares of the Company's common stock at a price of $9.20 per share, the
fair market value as of that date. During the 1992 Plan term, any non-employee
upon his first election to the Board also received a non-qualified stock option
to purchase 5,000 shares of the Company's common stock at the fair market value
as of the date of such person's election. In addition, each non-employee
director at the first board meeting after an annual meeting of stockholders, is
eligible to receive a non-qualified option to purchase 1,500 shares of the
Company's common stock at the fair market value as of such date.
6
<PAGE>
The Kaiser Ventures Inc. 1995 Stock Plan ("Plan") was adopted by the Board
of Directors in April, 1995, and approved by the stockholders at the 1995 annual
stockholders' meeting. The Plan was amended in June, 1996. The Plan provides for
the grant of options to directors of the Company on the same terms as provided
in the 1992 Plan. Accordingly, any non-employee individual first elected or
appointed to the Board during the Plan term will receive a non-qualified stock
option to purchase 5,000 shares of the Company's common stock at the fair market
value at the time of becoming a director and an annual grant of a non-qualified
stock option to purchase 1,500 shares at fair market value. Thus, each non-
employee director completing at least six months in office after the 1997 Annual
Meeting will receive a non-qualified stock option to purchase 1,500 shares of
the Company's common stock at the fair market value as of the date of the Annual
Meeting.
The following table summarizes the annual director stock option grants
since January 1, 1994:
<TABLE>
<CAPTION>
GRANT DATE FAIR MARKET VALUE PER SHARE
<S> <C>
July 11, 1994 $11.30
June 19, 1995 $ 7.00
June 17, 1996 $10.50
</TABLE>
The Company does not have a retirement compensation plan for non-employee
directors.
7
<PAGE>
BIOGRAPHICAL INFORMATION ON EXECUTIVE OFFICERS
The current executive officers of the Company are:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Richard E. Stoddard 46 Chairman of the Board and Chief Executive Officer
Gerald A. Fawcett 64 President and Chief Operating Officer
James F. Verhey 49 Sr. Vice President-Finance and Chief Financial Officer
Lee R. Redmond, III 44 Sr. Vice President-Real Estate
Terry L. Cook 41 Sr. Vice President, General Counsel and Corporate
Secretary
Pamela M. Catlett 31 Vice President-Corporate Relations
</TABLE>
RICHARD E. STODDARD was appointed Chief Executive Officer of the Company in
June, 1988 and continued in such position until January, 1994. He was re-
appointed Chief Executive Officer in January, 1996. Mr. Stoddard has served as
Chairman of the Board of the Company since November, 1988. In addition, he
serves on the Board of Directors and Executive Committee of Mine Reclamation
Corporation. Prior to joining the Company in 1988, he was an attorney in private
practice in Denver, Colorado. Mr. Stoddard was an ex-officio member of the
Board from November, 1988 until his election as a Director in November, 1991.
Mr. Stoddard also serves on the Board of Directors of Penske Motorsports,
Inc.("PMI"). The Company currently owns approximately 12.3% of the issued and
outstanding shares of PMI's common stock (see "Related Transactions" below).
GERALD A. FAWCETT was appointed Executive Vice President of the Company in
September, 1989, and was appointed as President and Chief Operating Officer in
January, 1996. He also currently serves as President of Kaiser Eagle Mountain,
Inc., a wholly-owned subsidiary of the Company, serves on the Board of Directors
and Executive Committee of Mine Reclamation Corporation and is Vice Chairman of
the Board of the Inland Valley Federal Credit Union. Mr. Fawcett formerly was a
division superintendent with KSC and a past national director of the Association
of Iron and Steel Engineers. Mr. Fawcett operated a consulting business serving
domestic and international steel industry clients from 1983 until rejoining
Kaiser in June, 1988 as Senior Vice President, Corporate Development.
JAMES F. VERHEY joined the Company and was appointed Vice President-Finance
and Chief Financial Officer in August, 1993 and appointed Senior Vice President-
Finance in January, 1996. In addition to his duties with the Company, Mr.
Verhey was appointed Vice President of Finance and Chief Financial Officer of
Mine Reclamation Corporation in February, 1995. From July, 1992 to joining the
Company, Mr. Verhey was the Chief Financial Officer of OESI Power Corp., a
Portland, Oregon based geothermal company. From June, 1991 to July, 1992, Mr.
Verhey served as President of Mithryn Energy, Inc. From August, 1987 to June,
1991, Mr. Verhey was President of two subsidiaries of Luz International, Ltd.
("Luz"), a developer of large-scale solar electric generating stations. Both
Luz and the two subsidiaries filed voluntary petitions in bankruptcy under
Chapter 11 after Mr. Verhey left the companies. Both filings were ultimately
converted to Chapter 7 liquidations. Luz and its subsidiaries have no
relationship with the Company. Mr. Verhey is a certified public accountant and
spent several years with Price Waterhouse in Los Angeles, California.
8
<PAGE>
LEE R. REDMOND joined the Company and was appointed Vice President - Real
Estate for the Company in June, 1994 and was appointed Senior Vice President-
Real Estate in January, 1996. Prior to joining the Company, Mr. Redmond was in
charge of Birtcher Real Estate, Ltd's Riverside office as a principal. Birtcher
is a major U.S. real estate development, construction and investment firm. In
that position Mr. Redmond developed and managed substantial industrial and
office space. Before joining Birtcher in 1989, Mr. Redmond was regional
director of the Inland Empire for O'Donnell, Armstrong & Partners of Irvine,
California, a regional real estate developer. At O'Donnell he was responsible
for all land acquisitions and development in the California counties of
Riverside and San Bernardino. He is also a member of several national and local
professional and economic development organizations.
TERRY L. COOK joined the Company and was appointed General Counsel and
Corporate Secretary in August, 1993 and became a Senior Vice President in
January, 1996. Mr. Cook was appointed General Counsel and Corporation Secretary
of Mine Reclamation Corporation in February, 1995. Prior to joining the
Company, Mr. Cook was a partner in the Denver office of the national law firm
McKenna & Cuneo specializing in business, corporate and securities matters.
Prior to his joining McKenna & Cuneo in July, 1988, Mr. Cook was an attorney in
private practice as a partner in a Denver, Colorado law firm.
PAMELA M. CATLETT became Vice President-Corporate Relations for the Company
in January, 1996. Prior to such position, since December, 1992 she was the
Company's Director of Investor and Community Relations. Prior to joining the
Company from 1987 to 1992 she was the manager of corporate communications for
Willdan Associates, a California-based municipal engineering and planning firm.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending December 31, 1996,
1995 and 1994, the cash compensation paid by the Company, as well as certain
other compensation paid or accrued to those years, to the Company's President
and Chief Executive Officer, and to each of the five other most highly
compensated executive officers of the Company in office at the end of fiscal
year 1996, whose total cash compensation exceeded $100,000 during fiscal year
1996 (the "Named Executive Officers") in all capacities in which they served:
9
<PAGE>
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
---------------------------------------------------------------------------------
Other
Annual Restricted Securities All Other
Name and Compen- Stock Underlying LTIP Compen-
Principal Position Year Salary/(1)/ Bonus/(2)/ sation Awards/(3)/ Options Payouts sation/(4)/
- ------------------------------ ---- ----------- ---------- ------- ----------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard E. Stoddard 1996 $280,000 $123,200 $0 $81,067 200,000 $0 $42,759
Chairman of the Board 1995 $273,333 $ 80,200 $0 $40,100 33,000 $0 $24,432
and CEO 1994 $200,000 $ 40,000 $0 $40,000 32,000 $0 $26,358
Gerald A. Fawcett 1996 $200,000 $ 88,000 $0 $69,333 40,000 $0 $20,174
President and 1995 $104,000 $ 0 $0 $ 0 10,000 $0 $ 8,672
Chief Operating Officer 1994 $ 75,000 $ 25,000 $0 $ 0 11,000 $0 $11,657
James F. Verhey 1996 $155,000 $ 68,200 $0 $42,733 100,000 $0 $18,772
Sr. Vice President-Finance 1995 $135,000 $ 40,000 $0 $20,000 25,000 $0 $18,382
& CFO 1994 $120,000 $ 50,000 $0 $ 0 15,000 $0 $ 4,505
Lee R. Redmond, III 1996 $155,000 $ 68,200 $0 $42,733 100,000 $0 $ 8,294
Sr. Vice President-Real 1995 $135,000 $ 40,000 $0 $20,000 25,000 $0 $ 7,643
Estate 1994 $ 80,446 $ 25,000 $0 $ 0 30,000 $0 $ 0
Terry L. Cook 1996 $155,000 $ 68,200 $0 $42,733 100,000 $0 $18,772
Sr. Vice President, General 1995 $135,000 $ 60,000 $0 $20,000 25,000 $0 $18,932
Counsel and Secretary 1994 $115,000 $ 55,000 $0 $ 0 17,000 $0 $ 4,328
</TABLE>
(1) A portion of the salary for each executive officer for 1996 was in the form
of restricted stock subject to vesting requirements imposed by the Board of
Directors. The restricted stock portion of an officer's salary is also
included in the "Restricted Stock Awards" column above, together with the
portion of each officer's bonus received as restricted stock.
(2) Bonuses are paid in January for the preceding calendar year.
(3) Restricted stock, subject to vesting, was granted to Mr. Stoddard in
January, 1995, and to Messrs. Stoddard, Fawcett, Verhey, Redmond and Cook
in January, 1996 and January, 1997, as part of their respective bonuses for
the preceding calendar. These stock awards are being reported in 1994, 1995
and 1996, as applicable, as it was a reflection of the Board's
determination of the executive's compensation for the calendar year
preceding the grant. This column also includes the value of restricted
stock received as a part of an officer's salary for 1996.
(4) Officers of the Company are eligible to participate in the Company's 401(k)
Savings Plan ("Savings Plan"). During 1996, the Company made contributions
of $42,759 to the Savings Plan for the account of Mr. Stoddard, $20,174 for
the account of Mr. Fawcett, $18,772 for the accounts of Messrs. Verhey and
Cook, and $8,294 for the account of Mr. Redmond.
Daniel N. Larson resigned as President and Chief Executive Officer of the
Company effective January 3, 1996. Because Mr. Larson received no reportable
compensation in 1996, he is not included in the Summary Compensation Table. All
severance and other compensation for Mr. Larson were reported in the Summary
Compensation Table in the Proxy Statement for the June 17, 1996 Annual
Stockholders' Meeting.
10
<PAGE>
Option Grants in 1996
---------------------
The following table summarizes option grants under the Company's the 1995
Stock Plan, as amended, the stock option plan in effect at the time of grant,
made during the fiscal year ended December 31, 1996, to the executive officers
named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Number of
Securities % of Total
Underlying Options
Options Granted Exercise Expiration Grant Date
Name Granted to Employees Price Date Present Value/(1)/
- ---- ----------- -------------- --------- ---------- -------------------
(#) (%) ($/SH) ($)
<S> <C> <C> <C> <C> <C>
Richard E. Stoddard 50,000 8.0% 12.00 01/15/06 133,000
150,000 23.9% 10.50 06/17/06 460,500
Gerald A. Fawcett 10,000 1.6% 12.00 01/15/06 26,600
30,000 4.8% 10.50 06/17/06 60,000
James F. Verhey 25,000 4.0% 12.00 01/15/06 66,500
75,000 12.0% 10.50 06/17/06 230,250
Lee R. Redmond, III 25,000 4.0% 12.00 01/15/06 66,500
75,000 12.0% 10.50 06/17/06 230,250
Terry L. Cook 25,000 4.0% 12.00 01/15/06 66,500
75,000 12.0% 10.50 06/17/06 230,250
</TABLE>
(1) In accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was chosen to estimate the grant date present
value of the options set forth in this table. The Company's use of this
model should not be construed as an endorsement of its accuracy at valuing
options. All stock option valuation models, including the Black-Scholes
model, require a prediction about the future movement of the stock price.
The following weighted average assumptions were made for purposes of
calculating the Grant Date Present Value: option term is 2.67 years;
volatility at .254, dividend yield at 0% and interest rate at 5.74%. The
real value of the options in this table depends upon the actual performance
of the Company's stock during the applicable period.
Aggregated Option Exercises in 1996
-----------------------------------
and Option Values at December 31, 1996
--------------------------------------
The following table summarizes options exercised during the fiscal year
ended December 31, 1996, by the executive officers named in the Summary
Compensation Table, and the value of their unexercised options as of December
1996:
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Acquired on Options at 12/31/96 at 12/31/96
Name Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexercisable/(1)/
- ---- -------- -------------- ------------------------- ------------------------------
<S> <C> <C> <C> <C>
Richard E. Stoddard 0 $0 198,125/281,875 860,000/33,000
Gerald A. Fawcett 0 $0 70,000/63,333 108,000/10,000
James F. Verhey 0 $0 35,416/134,584 50,000/25,000
Lee R. Redmond, III 0 $0 24,166/130,834 50,000/25,000
Terry L. Cook 0 $0 34,791/135,209 50,000/25,000
</TABLE>
(1) Stock price as of December 31, 1996 was $8.813 per share (average of bid
and ask prices)
11
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Effective January 15, 1996, the Company entered into new employment
contracts with Mr. Stoddard and Mr. Fawcett recognizing the realignment of the
roles and duties between Mr. Stoddard and Mr. Fawcett. Mr. Stoddard resumed the
duties and the responsibilities of Chief Executive Officer and Mr. Fawcett
assumed the responsibilities of President and Chief Operating Officer of the
Company.
Mr. Stoddard is employed pursuant to a contract which provides for the
continuation of his employment through January 15, 1999. The agreement provides
for an annual base salary of $280,000 adjusted annually by the annual increase
in the consumer price index. Mr. Stoddard has agreed to accept up to $40,000 of
his annual base salary in restricted common stock vesting over the period of
time established by the Board of Directors. In accordance with his past and
current employment agreements, and based upon the attainment of certain
criteria, Mr. Stoddard may be awarded annual bonuses based upon his then-
existing salary. His base salary and bonuses may be a combination of cash and
restricted stock shares.
Mr. Fawcett is employed pursuant to a contract which provides for the
continuation of his employment through January 15, 1998, the agreement provides
for an annual base salary of $200,000 adjusted annually by the annual increase
in the consumer price index. Mr. Fawcett has agreed to accept up to $40,000 of
his annual base salary in restricted common stock. Based upon the attainment of
certain criteria, Mr. Fawcett may be awarded annual bonuses based upon his
then-existing salary.
Effective as of June 17, 1996, Messrs. Cook, Verhey and Redmond entered into
new employment agreements with the Company. Annual base salaries of $155,000,
$20,000 of which was in the form of restricted stock, were paid to each of
Messrs. Cook, Verhey and Redmond, in 1996. Subject to the payment of severance
compensation, the employment of Messrs. Cook, Verhey and Redmond can be
terminated at any time without cause. In accordance with their employment
agreement they each may be awarded annual bonuses based on their then existing
salaries.
In summary, under the terms of their respective past and current employment
contracts, each executive officer, in the event of a certain "material change",
including a change of control, pursuant to or in anticipation which the
executive officer is terminated, is eligible to have the Company pay him an
amount equal to one year's then-current salary plus his average annual bonus,
payable in one lump sum or, at his option, over such period as he may determine,
and have the Company continue to pay his benefits for one year. Should the
Company terminate his employment without cause, and a material change has not
occurred, the Company will pay to the terminated executive an amount equal to
one year's then-current salary. Should an executive officer voluntarily
terminate his employment, the Company will not be obligated to pay him any
additional compensation, other than the compensation due and owing up to the
date of termination.
A "material change" involving the Company is defined in each executive
employment agreement. A "material change" is typically defined as the
following: (a) any sale, merger or other acquisition of all or substantially
all of the Company with or by another entity where the shareholders of the
Company at the time of the sale, merger or other acquisition do not own or
control at least 51% of the voting power of such entity immediately after the
time of the sale, merger or other acquisition; (b) any acquisition of common
stock by a person or "group" (as defined in Section 13(d) of the Securities
Exchange Act of 1934), resulting in the "beneficial ownership" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) by that person or group of
more than (i) 25% of the capital
12
<PAGE>
stock of the Company accompanied by a change of more than 50% of the directors
of the company within one year after such event; (ii) 35% of the capital stock
of the Company with or without such change; or (c) a distribution to any one or
more shareholders of the Company of an aggregate of net assets with a cumulative
value that exceeds the greater of (i) $20,000,000 or (ii) 20% of the net equity
of the Company at the time of the distribution (whether by dividend or
repurchase of stock).
Under the terms of the employment agreement with each executive officer, the
Company may grant stock options and other stock-related incentives from time-to-
time to an executive officer.
RELATED TRANSACTIONS
The Company, as a result of the Organization Agreement dated November 22,
1995 between PMI, PSH Corp., and the Company, as amended (the "Organization
Agreement"), entered into various agreements with PMI, in connection with the
acquisition of property for the California Speedway, a motorsports facility.
The Company currently owns approximately 12.3% of the issued and outstanding
shares of PMI's common stock. Pursuant to such agreements: (i) the Company and
PMI agreed to cause certain services to be provided to each other, including the
Company providing sewer treatment services for the California Speedway; (ii) PMI
agreed to reimburse the Company for certain costs incurred in the preparation of
the site of the California Speedway; (iii) the Company agreed to indemnify
Michigan International Speedway, Inc. and The California Speedway Corporation,
subsidiaries of PMI, against certain environmental liabilities; (iv) the
Company, PSH Corp., and PMI entered into a Shareholder Agreement; and (v) PMI
agreed to reimburse the Company, among others, for certain pre-development
expenses incurred by the Company and others in connection with the California
Speedway.
Pursuant to the Shareholders Agreement, as amended, should PSH Corp. desire
to transfer any shares of capital stock of PMI for consideration to an unrelated
third party, PSH Corp. must first offer such shares to the Company on the same
terms and conditions as in the proposed transfer. The Shareholders Agreement
also provides that if the Company desires to transfer any shares of capital
stock of PMI for consideration to an unrelated third party, the Company must
first offer such shares to PSH Corp., at a price equal to the average closing
price of PMI's shares on Nasdaq's National Market for the previous thirty
trading days. If the non-transferring party is PSH Corp., then International
Speedway Corporation ("ISC"), a major shareholder in PSH Corp. has the right to
purchase such shares on the same terms and conditions as the proposed transfer.
If ISC elects not to purchase such shares, then PSH Corp. has the right to
purchase such shares on the same terms and conditions as the proposed transfer.
In either case, if the non-transferring party elects not to purchase such
shares, then the transferring party may transfer its shares to the unrelated
third party. Under certain circumstances, the Company may distribute a portion
of the shares of PMI's common stock that it owns to its shareholders, free from
the right of first refusal. In addition, pursuant to a Registration Rights
Agreement between the Company and PMI, PMI has granted incidental registration
rights to the Company, subject to certain limitations, each time PMI files a
registration statement in connection with the sale of its common stock.
The Organization Agreement also grants to PMI a right of first refusal to
participate in any transaction or opportunity that directly relates to the
conduct or ownership of a motorsports complex that may come to PSH Corp., the
Company, or an affiliate of either, excluding ISC and its affiliates.
In December, 1996, the Company sold to a subsidiary of PMI, The California
Speedway Corporation, approximately 54 (net) acres of property contiguous to the
California Speedway. The
13
<PAGE>
total purchase price paid was $13,352,170, of which $5,000,000 was paid in cash.
The remaining $8,352,170 was paid through the issuance by PMI of 254,298 shares
of its common stock. In addition, PMI granted to the Company limited demand
rights which enable the Company to demand registration of the shares of common
stock held by the Company. The demand registration rights are subject to various
conditions, including a right of first refusal in favor of PSH Corp., and the
registration rights can only be exercised by a secured lender of the Company who
holds the Company's shares as a result of foreclosure. The terms of the sale
were, in management's judgment, no less favorable than terms which would have
been negotiated with an independent third party.
14
<PAGE>
REPORT OF THE HUMAN RELATIONS COMMITTEE
COMPENSATION PHILOSOPHY
It is the goal of the Human Relations Committee, previously called the
Compensation & Benefits Committee (the "Committee"), to establish compensation
packages for the Company's executive officers that will enable the Company to
attract and retain highly competent, highly motivated individuals to serve as
the Company's executive officers. It is also the goal of the Committee to
design these compensation packages so as to further the overall corporate goal
of providing maximum return to shareholders. Accordingly, the Company's
compensation program is designed to link in large part an executive's total
compensation to the performance of the Company. Except as otherwise noted, the
compensation philosophy first adopted and implemented by the Committee in 1994
is being continued in 1997.
In keeping with these two broad goals, the Committee structures
compensation packages for all executive officers, including the Chief Executive
Officer, with three components:
. BASE SALARY
Base salary is cash and restricted stock compensation in amounts
competitive with similar compensation in peer companies. This element
provides a stable base for the other two compensation components, both of
which are designed to reward performance and create longer-term incentives
which are tied more closely to the maximization of shareholder value.
. ANNUAL CASH AND RESTRICTED STOCK BONUS
Early in each year, the Board of Directors establishes a list of
identified corporate objectives for the year. In addition, personal
objectives are established for each executive officer for the year. Annual
cash and stock bonuses reward individual executive officers for their
respective contribution in attaining the Company's objectives for the year
and in achieving their respective personal objectives. In addition, the
Committee also considers the other measures of performance described
below.
. LONG TERM INCENTIVE COMPENSATION
This compensation component consists of stock option grants based upon
corporate and individual performance (except as incentives to accept
offers of employment), with the value and exercisability of the options
dependent upon continued service to the Company and increases in the
market price of the Company's common stock. Through the use of stock
option programs, the Company seeks to create long-term incentives for its
executive officers that reward them only if shareholder value increases.
MEASURES OF PERFORMANCE
The Committee adopted for 1996 specific criteria to measure executive
performance and for the purpose of determining annual bonuses, if any. These
criteria and their relative weights, assuming a
15
<PAGE>
full bonus were earned, are: (1) the Company's income before taxes - 20%; (2)
stock price appreciation -20%; (3) accomplishment of major 1996 corporate
objectives - 40%; and (4) accomplishment of major 1996 individual executive
officer objectives - 20%. In the opinion of the Committee, all the criteria were
satisfied in 1996 except for an increase in the Company's stock price by 20%
over the previous year. Accordingly, a bonus in the amount of 44% of an
executive officer's base salary was awarded for 1996. As noted below, while the
bonus is for 1996 performance, it was actually approved and paid in January,
1997. Two thirds of the bonus for 1996 was awarded in cash and one third in
restricted stock vesting over two years, subject to acceleration upon the
occurrence of certain events. The Committee adopted the same objective
performance criteria for 1997.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER FOR 1996
Richard E. Stoddard reassumed the duties of Chief Executive Officer in
January, 1996. Mr. Stoddard was already serving as Chairman of the Board of
Directors of the Company at the time of his appointment as Chief Executive
Officer. As described elsewhere in this proxy statement, Mr. Stoddard received
a base salary of $280,000 in 1996. Consistent with the evaluation of the other
executive officers of the Company and his achievements, the Committee awarded to
Mr. Stoddard a $123,200 bonus for 1996. Two thirds of this bonus was payable in
cash and one third in restricted stock vesting.
IMPLEMENTATION OF COMPENSATION PHILOSOPHY
The Company has employed, on a regular basis, third-party consultants on
executive officer compensation. The Company again retained a third party
consultant in 1996 for employment related matters. These consultants have
provided comparative information which can be utilized in establishing
appropriate base salary levels, annual bonus target ranges for all executive
officers, including the Chief Executive Officer, and material employment terms.
They have also served in identifying appropriate levels of management
participation in equity ownership of the Company as compared to peer companies,
thus allowing the Committee to establish the size of stock option grants on a
more meaningful basis. Equity participation levels were identified for the
Chief Executive Officer, for each of the other executive officers, and for all
executive officers as a group. Stock option grants are normally made at fair
market value as of the date of the grant, although the Committee may also grant
options at below fair market value under unusual circumstances.
Cash and restricted stock bonuses for 1996 (actually paid in January, 1997)
were determined based upon the performance criteria described under "Measures of
Performance" above and the Committee's determination of each individual's
performance with respect to such criteria.
In January of 1993, the Committee implemented the second facet of its long-
term incentive compensation strategy by granting stock options to its then
existing three executive officers. When Messrs. Verhey and Cook joined the
Company in 1993 and when Mr. Redmond joined the Company in 1994, they were also
granted stock options. In January, 1994, 1995 and again in January, 1996, stock
options were granted to the Company's executive officers as part of the
Company's compensation planning.
To increase their potential equity ownership in the Company and as a means
to further encourage performance, in June, 1996, additional stock options were
granted to the Company's executive officers as part of the 1996 compensation
review and planning, as shown on the Option Grants in 1996 table above. Mr.
Stoddard was granted options to purchase at fair market value as of the date of
the grant 150,000 shares, with vesting and exercisability of the options tied to
his continued employment with the Company. Mr. Fawcett was granted an option to
purchase at fair market value as of the date of the grant 30,000 shares, with
exercisability generally tied to continued
16
<PAGE>
employment with the Company. Mr. Fawcett was granted an option to purchase at
fair market value as of the date of the grant 30,000 shares, with exercisability
generally tied to continued employment with the Company. Messrs. Verhey, Redmond
and Cook were each granted options to purchase at fair market value as of the
date of the grant 75,000 shares. The vesting and exercise of such options is
generally also tied to continued employment with the Company. However, the
occurrence of a "material change" will accelerate the vesting of these options.
The Committee is continuing to evaluate what policy the Company should
adopt and implement with respect to the $1,000,000 compensation deduction cap
imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended.
While the highest annual salary and bonus that is currently paid to an executive
of the Company is well below $1,000,000, because the ultimate value of the stock
options or other stock related incentives granted to executive officers is
unknown, the Committee will consider if it is necessary or appropriate to
implement a policy that addresses the compensation cap and the deductibility of
any compensation that may exceed such cap.
The Committee achieves implementation of the Company's executive officer
compensation philosophy through detailed recommendations to the full Board of
Directors. Executive officers who are also directors do not vote on executive
officer compensation matters. No executive officer serves on the Committee.
Lyle B. Stevenson, Chairman
Ronald E. Bitonti
Todd G. Cole
17
<PAGE>
TOTAL CUMULATIVE FIVE-YEAR RETURN ON COMPANY STOCK COMPARED TO PEER GROUP
AND TO BROAD MARKET INDEX
Set forth below is a chart comparing total cumulative return (assuming a $100
investment and reinvestment of dividends, if any) for: (i) the Company, (ii) a
peer group/1/, and (iii) the NASDAQ Market Index (U.S.). The chart covers the
period from December 31, 1991 to the end of the Company's 1996 fiscal year
(calendar year).
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG KAISER VENTURES INC., NASDAQ STOCK MARKET
(US COMPANIES) AND PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period KAISER NASDAQ STOCK
(Fiscal Year Covered) VENTURES MARKET PEER GROUP
- ------------------- -------- ------------ ----------
<S> <C> <C> <C>
Measurement Pt-12/31/91 $100 $100 $100
FYE 12/31/92 $ 77.8 $116.4 $ 94.2
FYE 12/31/93 $ 97.2 $133.6 $ 66.8
FYE 12/31/94 $ 34.7 $130.6 $ 68.5
FYE 12/31/95 $ 72.2 $184.7 $ 78.0
FYE 12/31/96 $ 50.0 $227.2 $ 83.2
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/91.
- ---------------
/1/ The peer group comprises the same companies which were included in the
"Pollution Control" Industry Index in 1992, which index is no longer being
published. The returns of each company have been weighted according to their
respective stock market capitalization for purposes of arriving at a peer group
average. A company which was included in the 1992 "Pollution Control" Industry
Index, Environment Holding, Inc. is no longer in business and was excluded from
the peer group. The members of the peer group are as follows:
Air & Water Technologies Corp. OHM Corp.
Thermo Process Systems Inc. Versar Inc.
Safety Kleen Corp. Allwaste Inc.
Browning Ferris Inds Inc. Western Waste Inds.
International Technology Corp. Waste Management Intl. Plc
Sanifill Inc. Chemical Waste Mgmt Inc.
Attwoods Plc American Waste Services Inc.
3 C I Complete Compliance Corp. Laidlaw Inc.
ECI Environmental Inc. WMX Technologies Inc.
Kimmins Environmental Services Corp. Riedel Environmental Techs Inc.
Lehigh Group Inc. TRC Companies Inc.
Mid-American Waste Systems Inc. Chambers Development Inc.
North American Recycling Systems Inc.
18
<PAGE>
TOTAL CUMULATIVE RETURN ON COMPANY STOCK SINCE INCEPTION OF TRADING
COMPARED TO PEER GROUP AND TO BROAD MARKET INDEX
As supplemental information, set forth below is a chart comparing total
cumulative return (assuming a $100 investment and reinvestment of dividends, if
any) for: (i) the Company, (ii) a peer group/1/, and (iii) the NASDAQ Market
Index (U.S.). The chart covers the period from the time the Company's stock
began trading to the end of the Company's 1996 fiscal year (calendar year).
COMPARISON OF CUMULATIVE TOTAL RETURN
SINCE INCEPTION OF TRADING AMONG
KAISER VENTURES INC., NASDAQ STOCK MARKET
(US COMPANIES) AND PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
NASDAQ SELF-
Measurement Period KAISER STOCK MARKET DETERMINED
(Fiscal Year Covered) VENTURES INC. (US COMPANIES) PEER GROUP
- ------------------- ------------- -------------- ----------
<S> <C> <C> <C>
Measurement Pt- 10/16/90 $100 $100 $100
FYE 12/31/91 $514.3 $186.4 $120.2
FYE 12/31/92 $400.0 $216.9 $113.2
FYE 12/30/94 $178.6 $243.4 $82.3
FYE 12/29/95 $371.4 $344.2 $93.7
FYE 12/31/96 $257.1 $423.3 $100.0
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 10/16/90.
- ---------------
/1/ The peer group comprises the same companies which were included in the
"Pollution Control" Industry Index in 1992, which index is no longer being
published. The returns of each company have been weighted according to their
respective stock market capitalization for purposes of arriving at a peer group
average. A company which was included in the 1992 "Pollution Control" Industry
Index, Environment Holding, Inc. is no longer in business and was excluded from
the peer group. The members of the peer group are as follows:
Air & Water Technologies Corp. OHM Corp.
Thermo Process Systems Inc. Versar Inc.
Safety Kleen Corp. Allwaste Inc.
Browning Ferris Inds Inc. Western Waste Inds.
International Technology Corp. Waste Management Intl. Plc
Sanifill Inc. Chemical Waste Mgmt Inc.
Attwoods Plc American Waste Services Inc.
3 C I Complete Compliance Corp. Laidlaw Inc.
ECI Environmental Inc. WMX Technologies Inc.
Kimmins Environmental Services Corp. Riedel Environmental Techs Inc.
Lehigh Group Inc. TRC Companies Inc.
Mid-American Waste Systems Inc. Chambers Development Inc.
North American Recycling Systems Inc.
19
<PAGE>
OTHER MATTERS AND INFORMATION
Ernst & Young LLP served as independent auditors for the Company during the
year ended December 31, 1996. The Company expects a representative of Ernst &
Young LLP to be present at the annual meeting and to be available to respond to
appropriate questions.
Any stockholder desiring to submit a proposal for consideration at the 1998
Annual Meeting of Stockholders must make such submission to the Company at its
principal place of business on or before December 31,1997.
The cost of soliciting proxies, including the cost of preparing, assembling
and distributing the proxies and solicitation material, as well as the cost of
forwarding the material to the beneficial owners of the stock, will be paid by
the Company. Directors, officers and other employees of the Company may,
without compensation, other than regular remuneration, solicit proxies
personally or by telephone.
The Company knows of no other matters to be submitted at the meeting, but
if other matters do properly come before the meeting, it is intended that the
persons named in the Proxy will vote on such matters in accordance with their
best judgment.
ANNUAL REPORT
A copy of the Company's annual report to stockholders for the year ended
December 31, 1996, is being mailed to each stockholder with this Proxy
Statement. No part of such Annual Report is incorporated herein and no part
thereof is to be considered proxy soliciting material.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Terry L. Cook
Terry L. Cook
Secretary
Dated: May 6, 1997
20
<PAGE>
PROXY PROXY
KAISER VENTURES INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING JUNE 23, 1997
THE UNDERSIGNED HEREBY APPOINTS RICHARD E. STODDARD AND GERALD A. FAWCETT,
AND EACH OF THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HIS SUBSTITUTE,
AND HEREBY AUTHORIZES THEM TO REPRESENT AND TO VOTE, AS DESIGNATED BELOW, ALL
THE SHARES OF COMMON STOCK OF KAISER VENTURES INC. HELD OF RECORD BY THE
UNDERSIGNED ON APRIL 25, 1997, AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON JUNE 23, 1997, OR ANY ADJOURNMENT THEREOF. THE ABOVE PROXIES ARE
HEREBY INSTRUCTED TO VOTE AS SHOWN ON THE REVERSE SIDE OF THIS CARD.
UNLESS OTHERWISE SPECIFIED ON THIS PROXY, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES FOR
DIRECTORS. THE SHARES WILL BE VOTED AT THE DISCRETION OF THE ABOVE-NAMED
PROXIES WITH RESPECT TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE>
KAISER VENTURES INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. ELECTION OF DIRECTORS--Nominees: For Withheld For All
Ronald E. Bitonti, Todd G. Cole, All All Except
Reynold C. MacDonald, William J. Morgan, [_] [_] [_]
Lyle B. Stevenson, Charles E. Packard,
Thomas S. Rabone, Richard E. Stoddard
and Marshall F. Wallach.
Vote withheld from the following nominee(s)
- -------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO CONTRARY DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED UNDER ITEM (1).
Dated: _________________________________________________________________ , 1997
Signature(s)___________________________________________________________________
- -------------------------------------------------------------------------------
IMPORTANT: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS HEREON. WHEN SIGNING AS
AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, ADD SUCH TITLE TO
YOUR SIGNATURE.
NOTE: IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE DATE AND SIGN EACH CARD
AND RETURN ALL PROXY CARDS IN THE ENCLOSED ENVELOPE.
